Exhibit 4.2


 


 


EXECUTION VERSION


 


GS MORTGAGE SECURITIES CORPORATION II,

as Depositor


 


MIDLAND LOAN SERVICES, A DIVISION OF PNC
BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


rialto
capital advisors, llc,

as General Special Servicer


 


Trimont
real estate advisors, LLC,

as 540 West Madison Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


September 1, 2016


 


GS Mortgage Securities Trust 2016-GS3

Commercial Mortgage Pass-Through Certificates


 


Series 2016-GS3


 



    


     


    

 


TABLE OF CONTENTS


 








	 	 	Page
	
         

        ARTICLE I

        

        DEFINITIONS

         

        

	Section 1.01	Defined Terms	8
	Section 1.02	Certain Calculations	144
	 	 	 
	ARTICLE II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans and the Trust Subordinate Companion Loan	145
	Section 2.02	Acceptance by Trustee	150
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans and the Trust Subordinate Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties	152
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Trust Subordinate Companion Loan REMIC Regular Interests	169
	Section 2.05	Creation of the Grantor Trust	170
	 	 	 
	ARTICLE III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND
	 	 	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	170
	Section 3.02	Collection of Mortgage Loan Payments	178
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	183
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the
    Serviced Whole Loan Custodial Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Class PEZ
    Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Account	188



 



    


     


    

 


	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account	195
	Section 3.06	Investment of Funds in the Collection Account and the REO Accounts	208
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	210
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	215
	Section 3.09	Realization Upon Defaulted Mortgage Loans and Companion Loans	220
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	224
	Section 3.11	Servicing Compensation	226
	Section 3.12	Inspections; Collection of Financial Statements	232
	Section 3.13	Access to Certain Information	237
	Section 3.14	Title to REO Property; REO Account	250
	Section 3.15	Management of REO Property	251
	Section 3.16	Sale of Defaulted Mortgage Loans and REO Properties	254
	Section 3.17	Additional Obligations of Master Servicer and Special Servicers	261
	Section 3.18	Modifications, Waivers, Amendments and Consents	264
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicers; Recordkeeping; Asset Status Report	273
	Section 3.20	Sub-Servicing Agreements	280
	Section 3.21	Interest Reserve Account	283
	Section 3.22	Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicers	283
	Section 3.23	Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of Directing Holder	283
	Section 3.24	Co-Lender Agreements	288
	Section 3.25	Rating Agency Confirmation	291
	Section 3.26	The Operating Advisor	293
	Section 3.27	Companion Paying Agent	300
	Section 3.28	Companion Register	300
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	301
	Section 3.30	Delivery of Excluded Information to the Certificate Administrator	302
	Section 3.31	Trust Subordinate Companion Loan	303
	Section 3.32	Loan-Specific Directing Holder	305
	Section 3.33	Litigation Control	306
	 	 	 
	ARTICLE IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	309
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	324
	Section 4.03	P&I Advances	330
	Section 4.04	Allocation of Realized Losses	334
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	336
	Section 4.06	Grantor Trust Reporting	341



 



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	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	342
	Section 4.08	Secure Data Room	345
	 	 	 
	ARTICLE V



THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	346
	Section 5.02	Form and Registration	347
	Section 5.03	Registration of Transfer and Exchange of Certificates	349
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	357
	Section 5.05	Persons Deemed Owners	357
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	357
	Section 5.07	Maintenance of Office or Agency	358
	Section 5.08	Appointment of Certificate Administrator	358
	Section 5.09	Exchangeable Certificates	359
	Section 5.10	Voting Procedures	361
	 	 	 
	ARTICLE VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICERS, THE 

OPERATING  ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE

 DIRECTING HOLDER
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicers, the Operating Advisor and the Asset Representations Reviewer	362
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	368
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	368
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	370
	Section 6.05	Depositor, Master Servicer and Special Servicers Not to Resign	375
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicers	376
	Section 6.07	The Master Servicer and the Special Servicers as Certificate Owner	376
	Section 6.08	The Directing Holder	376



 



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	ARTICLE VII



SERVICER TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicers Termination	382
	Section 7.02	Trustee to Act; Appointment of Successor	392
	Section 7.03	Notification to Certificateholders	394
	Section 7.04	Waiver of Servicer Termination Events	394
	Section 7.05	Trustee as Maker of Advances	395
	 	 	 
	ARTICLE VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	396
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	397
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans or the Trust Subordinate Companion Loan	399
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	400
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	400
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	402
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	402
	Section 8.08	Successor Trustee or Certificate Administrator	405
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	405
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	406
	Section 8.11	Appointment of Custodians	407
	Section 8.12	Representations and Warranties of the Trustee	407
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicers	408
	Section 8.14	Representations and Warranties of the Certificate Administrator	409
	Section 8.15	Compliance with the PATRIOT Act	410
	 	 	 
	ARTICLE IX



TERMINATION
	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	410
	Section 9.02	Additional Termination Requirements	415



 



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	ARTICLE X



ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	416
	Section 10.02	Use of Agents	420
	Section 10.03	Depositor, Master Servicer and Special Servicers to Cooperate with Certificate Administrator	420
	Section 10.04	Appointment of REMIC Administrators	420
	 	 	 
	ARTICLE XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	421
	Section 11.02	Succession; Subcontractors	422
	Section 11.03	Filing Obligations	424
	Section 11.04	Form 10-D Filings	425
	Section 11.05	Form 10-K Filings	428
	Section 11.06	Sarbanes-Oxley Certification	431
	Section 11.07	Form 8-K Filings	432
	Section 11.08	Form 15 Filing	434
	Section 11.09	Annual Compliance Statements	434
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	435
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	438
	Section 11.12	Indemnification	439
	Section 11.13	Amendments	441
	Section 11.14	Regulation AB Notices	442
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	442
	Section 11.16	Certain Matters Regarding Significant Obligors	447
	 	 	 
	ARTICLE XII



THE ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset Review	447
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	454
	Section 12.03	Resignation of the Asset Representations Reviewer	455
	Section 12.04	Restrictions of the Asset Representations Reviewer	455
	Section 12.05	Termination of the Asset Representations Reviewer	456



 



    -v-


     


    

 


	ARTICLE XIII



MISCELLANEOUS PROVISIONS
	 	 	 
	Section 13.01	Amendment	459
	Section 13.02	Recordation of Agreement; Counterparts	463
	Section 13.03	Limitation on Rights of Certificateholders	464
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	465
	Section 13.05	Notices	465
	Section 13.06	Severability of Provisions	470
	Section 13.07	Grant of a Security Interest	471
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	471
	Section 13.09	Article and Section Headings	472
	Section 13.10	Notices to the Rating Agencies	472
	Section 13.11	Cooperation with the Mortgage Loan Seller with Respect to Rights Under the Loan Agreements	473
	Section 13.12	PNC Bank, National Association	474

 



    -vi-


     


    

 

	EXHIBITS
	 
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-AB Certificate
	Exhibit A-6	Form of Class X-A Certificate
	Exhibit A-7	Form of Class X-B Certificate
	Exhibit A-8	Form of Class X-D Certificate
	Exhibit A-9	Form of Class A-S Certificate
	Exhibit A-10	Form of Class B Certificate
	Exhibit A-11	Form of Class PEZ Certificate
	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class G Certificate
	Exhibit A-17	Form of Class WM-A Certificate
	Exhibit A-18	Form of Class WM-B Certificate
	Exhibit A-19	Form of Class X-WM Certificate 
	Exhibit A-20	Form of Class R Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter regarding Class R Certificates 
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Supplemental Servicer Schedule
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate



 



    -vii-


     


    

 


	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of the Controlling Class Representative
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney by Trustee for Master Servicer
	Exhibit R-2	Form of Power of Attorney by Trustee for [General Special Servicer][540 West Madison Special Servicer]
	Exhibit S	Initial Companion Holders, Initial Class Majority Certificateholder
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of [General Special Servicer] [540 West Madison Special Servicer]
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by [General Special Servicer][540 West Madison Special Servicer]
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers



 



    -viii-


     


    

 


	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	Form of Notice of Exchangeable Certificates for the Class PEZ Certificates
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report by the Asset Representations Reviewer
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	Exhibit TT	Form of Notice of Purchase of a 540 West Madison Controlling Class Certificate



 



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	SCHEDULES
	 
	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-AB Scheduled Principal Balance Schedule
	Schedule 3	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves 




 



    -x-


     


    

 






 


This Pooling
and Servicing Agreement is dated and effective as of September 1, 2016, among GS Mortgage Securities Corporation II, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


The
Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”),
to be issued hereunder in multiple classes (each, a “Class”), which in the aggregate will evidence the entire
ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans
and a separate trust subordinate companion loan interest in one commercial mortgage loan. As provided herein, the Certificate
Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust (exclusive of the Class
A-S, Class B and Class C Regular Interests and the proceeds thereof in the Class PEZ Distribution Account) for federal income
tax purposes as three separate real estate mortgage investment conduits (the “Upper-Tier REMIC”, the “Lower-Tier
REMIC” and the “Trust Subordinate Companion Loan REMIC”, and each a “Trust REMIC”
as described herein).


 


In
addition, the parties intend that the portions of the Trust Fund consisting of the Class A-S Specific Grantor Trust Assets,
the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PEZ Specific Grantor Trust
Assets, shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income
tax purposes (the “Grantor Trust”). Solely for tax purposes, the Class A-S Certificates shall represent undivided
beneficial interests in the portion of the Grantor Trust consisting of the Class A-S Specific Grantor Trust Assets. The Class
B Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class B Specific
Grantor Trust Assets. The Class C Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust
consisting of the Class C Specific Grantor Trust Assets. The Class PEZ Certificates shall represent undivided beneficial interests
in the portion of the Grantor Trust consisting of the Class PEZ Specific Grantor Trust Assets. As provided herein, the Certificate
Administrator shall take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the
Grantor Trust maintains its status as a grantor trust under federal income tax law and not be treated as part of the Trust REMICs.


 


The
Depositor intends to sell the Certificates to the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchaser.


 


TRUST
SUBORDINATE COMPANION LOAN REMIC


 


The
Trust Subordinate Companion Loan REMIC will hold the Trust Subordinate Companion Loan and the proceeds of such Trust Subordinate
Companion Loan, together with its allocable share of any related property acquired by foreclosure or deed-in-lieu of foreclosure
and


 






     -1-


     


    

 


will
issue the Class LWM-A and Class LWM-B Uncertificated Interests as the “regular interests” in the Trust Subordinate
Companion Loan REMIC (the “Trust Subordinate Companion Loan REMIC Regular Interests”) and the uncertificated
WM-R Interest, which is the sole class of residual interests in the Trust Subordinate Companion Loan REMIC and is represented
by the Class R Certificates. Any 540 West Madison Available Funds remaining in the Trust Subordinate Companion Loan REMIC Distribution
Account after all required distributions under this Agreement have been made to the Loan-Specific Certificates will be deemed
distributed to the WM-R Interest and shall be payable to the Holders of the Class R Certificates.


 


The
Holders of the Loan-Specific Certificates shall only be entitled to receive distributions in respect of, and shall only incur
losses with respect to, the Trust Subordinate Companion Loan, which is not part of the Mortgage Pool backing the Certificates
other than the Loan-Specific Certificates. No Class of Certificates (other than Loan-Specific Certificates and the Class R Certificates)
has an interest in the Trust Subordinate Companion Loan.


 


	Class
        Designation
	 	Pass-Through
        

Rate
	 	Original
                                         Lower-Tier
 Principal Amount



	Class
    LWMA	 	(1)	 	$     24,346,000	 
	Class
    LWMB	 	(1)	 	$     29,862,000	 



 







 







		(1)	The
                                         pass-through rate for each Class of Trust Subordinate Companion Loan REMIC Regular Interests
                                         on any Distribution Date will equal the Net Mortgage Rate on the Trust Subordinate Companion
                                         Loan.



 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LAAB, Class
LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Uncertificated Interests (the “Lower-Tier Regular
Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The
Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interests”
in the Lower-Tier REMIC and is represented by the Class R Certificates.


 






     -2-


     


    

 


The
following table sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier
Regular Interests and the Class LR Interest:


 


	Class
        Designation
	 	Interest
        Rate 

or Pass-

Through Rate
	 	Original Lower-Tier
 Principal Amount



	Class
    LA1	 	(1)	 	$     28,475,000	 
	Class
    LA2	 	(1)	 	$     77,052,000	 
	Class
    LA3	 	(1)	 	$   265,000,000	 
	Class
    LA4	 	(1)	 	$  320,243,000	 
	Class
    LAAB	 	(1)	 	$    57,066,000	 
	Class
    LAS	 	(1)	 	$    93,480,000	 
	Class
    LB	 	(1)	 	$    53,417,000	 
	Class
    LC	 	(1)	 	$    45,404,000	 
	Class
    LD	 	(1)	 	$    53,417,000	 
	Class
    LE	 	(1)	 	$    24,038,000	 
	Class
    LF	 	(1)	 	$    10,683,000	 
	Class
    LG	 	(1)	 	$    40,063,502	 
	Class
    LR	 	N/A(2)	 	N/A	 




 







 











		(1)	The
                                         interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date
                                         will be the Weighted Average Net Mortgage Rate for such Distribution Date.



 


		(2)	The
                                         Class LR 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 Charges. Any Available Funds remaining in the Lower-Tier REMIC Distribution
                                         Account after distributing the Lower-Tier Distribution Amount will be deemed distributed
                                         to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests and
will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class D, Class E, Class
F, Class G, Class WM-A, Class WM-B and Class X-WM Certificates and the Class PEZ Regular Interests, representing the “regular
interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR
Interest, which is the sole Class of “residual interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions
and is represented by the Class R Certificates.


 


THE
GRANTOR TRUST


 


The
Class A-S, Class B, Class C and Class PEZ Certificates shall each represent undivided beneficial interests in the portion of the
Grantor Trust consisting of the assets set forth opposite such Class in the following table, in each case as described herein.
As provided herein, the Certificate Administrator shall not take any actions that would cause the portions of the Trust Fund consisting
of the Grantor Trust (i) to fail to maintain its status as a “grantor trust” under federal income tax law or
(ii) to be treated as part of any Trust REMIC.


 






     -3-


     


    




 


	Class
        Designation
	 	Corresponding
        Grantor Trust Assets

	Class
    A-S	 	Class
    A-S Specific Grantor Trust Assets
	Class
    B	 	Class
    B Specific Grantor Trust Assets
	Class
    C	 	Class
    C Specific Grantor Trust Assets
	Class
    PEZ	 	Class
    PEZ Specific Grantor Trust Assets


 


THE
CERTIFICATES


 


The
following table (and related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”)
and the aggregate initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original
Notional Amount”), as applicable, for each Class of Certificates and Class PEZ Regular Interest:


 


	Corresponding
        Certificates
	 	Initial
        Pass-

Through Rate
	 	Original Certificate

 Balance or Notional 

Amount



	Class
    A-1 Certificates	 	1.429%	 	  $          28,475,000	 
	Class
    A-2 Certificates	 	2.484%	 	$         77,052,000	 
	Class
    A-3 Certificates	 	2.592%	 	$       265,000,000	 
	Class
    A-4 Certificates	 	2.850%	 	$       320,243,000	 
	Class
    A-AB Certificates	 	2.777%	 	$         57,066,000	 
	Class
    X-A Certificates	 	1.285443953%(1)	 	$       841,316,000	(2)
	Class
    X-B Certificates	 	0.605167571%(1)	 	$         53,417,000	(2)
	Class
    A-S Certificates(3)	 	3.143%	 	$         93,480,000	 
	Class
    A-S Regular Interest	 	3.143%	 	$         93,480,000	 
	Class
    B Certificates(4)	 	3.395%	 	$         53,417,000	 
	Class
    B Regular Interest	 	3.395%	 	$         53,417,000	 
	Class
    C Certificates(5)	 	4.000167571%	 	$         45,404,000	 
	Class
    C Regular Interest	 	4.000167571%	 	$         45,404,000	 
	Class
    PEZ Certificates(6)	 	(6)	 	$                         0	 
	Class
    D Certificates	 	2.620%	 	$         53,417,000	 
	Class
    X-D Certificates	 	1.380167571%(1)	 	$         53,417,000	 (2)
	Class
    E Certificates	 	4.000167571%	 	$         24,038,000	 
	Class
    F Certificates	 	4.000167571%	 	$         10,683,000	 
	Class
    G Certificates	 	4.000167571%	 	$         40,063,502	 
	Class
    R Certificates	 	N/A(7)	 	N/A	 
	Class
    WM-A Certificates	 	3.601244885%	 	$         24,346,000	 
	Class
    WM-B Certificates	 	3.601244885%	 	$         29,862,000	 
	Class
    X-WM Certificates	 	0.000%(1)	 	$         54,208,000	   (2)



 





 










		(1)	The
                                         Pass-Through Rate for the Class X-A Certificates will be calculated in accordance with
                                         the definition of “Class X-A Pass-Through Rate”. The Pass-Through Rate for
                                         the Class X-B Certificates will be calculated in accordance with the definition of “Class
                                         X-B Pass-Through Rate”. The Pass-Through Rate for the Class X-D Certificates will
                                         be calculated in accordance with the definition of “Class X-D Pass-Through Rate”.
                                         The Pass-Through Rate for the Class X-WM Certificates will be calculated in accordance
                                         with the definition of “Class X-WM Pass-Through Rate”.



 


		(2)	None
                                         of the Class X-A, Class X-B, Class X-D or Class X-WM Certificates will have a Certificate
                                         Balance (other than the payment of $100 on the first Distribution Date in respect of
                                         the Class X-WM Certificates, which will be deemed a payment of principal on the principal
                                         balance of such Class for federal income tax purposes);



 






     -4-


     


    

 


			rather, such
                                         Classes of Certificates will accrue interest as provided herein on the Class X-A Notional
                                         Amount, the Class X-B Notional Amount, the Class X-D Notional Amount and the Class X-WM
                                         Notional Amount, as applicable.



 


		

                                                                                 (3)
	The
                                         Class A-S Certificates represent a beneficial ownership interest in the Class A-S Percentage
                                         Interest of the Class A-S Regular Interest. The aggregate Certificate Balance of the
                                         Class A-S Certificates and the Class PEZ Component A-S will at all times equal the Certificate
                                         Balance of the Class A-S Regular Interest.



 


		(4)	The
                                         Class B Certificates represent a beneficial ownership interest in the Class B Percentage
                                         Interest of the Class B Regular Interest. The aggregate Certificate Balance of the Class
                                         B Certificates and the Class PEZ Component B will at all times equal the Certificate
                                         Balance of the Class B Regular Interest.



 


		(5)	The
                                         Class C Certificates represent a beneficial ownership interest in the Class C Percentage
                                         Interest of the Class C Regular Interest. The aggregate Certificate Balance of the Class
                                         C Certificates and the Class PEZ Component C will at all times equal the Certificate
                                         Balance of the Class C Regular Interest.



 


		(6)	The
                                         Class PEZ Certificates are not regular interests in the Upper-Tier REMIC, but represent
                                         a beneficial ownership interest in the Class PEZ Components. The Class PEZ Certificates
                                         will not have a Pass-Through Rate, but will be entitled to receive the sum of interest
                                         distributable on the Class PEZ Components.



 


		(7)	The
                                         Class R Certificates will not have a Certificate Balance or a Notional Amount, bear interest
                                         or be entitled to distributions of Yield Maintenance Charges. Any Available Funds remaining
                                         in the Upper-Tier REMIC Distribution Account, after all required distributions under
                                         this Agreement have been made to each Class of Regular Certificates and the Class PEZ
                                         Regular Interests will be deemed distributed to the Class UR Interest and shall
                                         be payable to the Holders of the Class R Certificates.



 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $1,068,338,503. The principal balance of the
Trust Subordinate Companion Loan as of the Cut-off Date was approximately $54,208,000.


 


The
10 Hudson Yards Whole Loan consists of the 10 Hudson Yards Mortgage Loan, the 10 Hudson Yards Pari Passu Companion Loans and the
10 Hudson Yards Subordinate Companion Loans. The 10 Hudson Yards Mortgage Loan and the 10 Hudson Yards Pari Passu Companion Loans
are pari passu with each other and the 10 Hudson Yards Subordinate Companion Loans are subordinate to the 10 Hudson Yards
Mortgage Loan and the 10 Hudson Yards Pari Passu Companion Loans. The 10 Hudson Yards Mortgage Loan is part of the Trust Fund.
The 10 Hudson Yards Pari Passu Companion Loans and the 10 Hudson Yards Subordinate Companion Loans are not part of the Trust Fund.
The 10 Hudson Yards Mortgage Loan, the 10 Hudson Yards Pari Passu Companion Loans and the 10 Hudson Yards Subordinate Companion
Loans will be serviced and administered in accordance with the HY 2016-10HY Trust and Servicing Agreement and the 10 Hudson Yards
Co-Lender Agreement.


 


The
540 West Madison Whole Loan consists of the 540 West Madison Mortgage Loan, the 540 West Madison Pari Passu Companion Loan and
the 540 West Madison Subordinate Companion Loans. The 540 West Madison Mortgage Loan and the 540 West Madison Pari Passu Companion
Loan are pari passu with each other. The Trust Subordinate Companion Loan is subordinate to the 540 West Madison Mortgage
Loan and the 540 West Madison Pari Passu Companion Loan and will be evidenced by the Loan-Specific Certificates. The Non-Trust
Subordinate Companion Loan is subordinate to the 540 West Madison Mortgage Loan, the 540 West Madison Pari Passu Companion Loan
and the Trust Subordinate Companion Loan. The 540 West Madison Mortgage Loan and the Trust Subordinate Companion Loan are part
of the Trust Fund. The 540 West Madison Pari Passu Companion Loan and the Non-Trust


 






     -5-


     


    

 


Subordinate
Companion Loan is not part of the Trust Fund. The 540 West Madison Mortgage Loan, the 540 West Madison Pari Passu Companion Loan
and the 540 West Madison Subordinate Companion Loans will be serviced and administered in accordance with this Agreement and the
540 West Madison Co-Lender Agreement.


 


The
U.S. Industrial Portfolio Whole Loan consists of the U.S. Industrial Portfolio Mortgage Loan and the U.S. Industrial Portfolio
Pari Passu Companion Loans. The U.S. Industrial Portfolio Mortgage Loan and the U.S. Industrial Portfolio Pari Passu Companion
Loans are pari passu with each other. The U.S. Industrial Portfolio Mortgage Loan is part of the Trust Fund. The U.S. Industrial
Portfolio Pari Passu Companion Loans are not part of the Trust Fund. The U.S. Industrial Portfolio Mortgage Loan and the U.S.
Industrial Portfolio Pari Passu Companion Loans will be serviced and administered in accordance with this Agreement and the U.S.
Industrial Portfolio Co-Lender Agreement.


 


The
Falls Whole Loan consists of The Falls Mortgage Loan and The Falls Pari Passu Companion Loans. The Falls Mortgage Loan and The
Falls Pari Passu Companion Loans are pari passu with each other. The Falls Mortgage Loan is part of the Trust Fund. The Falls
Pari Passu Companion Loans are not part of the Trust Fund. The Falls Mortgage Loan and The Falls Pari Passu Companion Loans will
be serviced and administered (a) from and after the Closing Date and prior to the related Servicing Shift Securitization Date,
in accordance with (i) this Agreement and (ii) The Falls Co-Lender Agreement and (b) from and after the related Servicing Shift
Securitization Date, in accordance with (i) the Non-Serviced Pooling Agreement related to the Non-Serviced Trust involving The
Falls Pari Passu Note A-1 and (ii) The Falls Co-Lender Agreement.


 


The
Hamilton Place Whole Loan consists of the Hamilton Place Mortgage Loan and the Hamilton Place Pari Passu Companion Loan. The Hamilton
Place Mortgage Loan and the Hamilton Place Pari Passu Companion Loan are pari passu with each other. The Hamilton Place
Mortgage Loan is part of the Trust Fund. The Hamilton Place Pari Passu Companion Loan is not part of the Trust Fund. The Hamilton
Place Mortgage Loan and the Hamilton Place Pari Passu Companion Loan will be serviced and administered in accordance with this
Agreement and the Hamilton Place Co-Lender Agreement.


 


The
Panorama Corporate Center Whole Loan consists of the Panorama Corporate Center Mortgage Loan and the Panorama Corporate Center
Pari Passu Companion Loan. The Panorama Corporate Center Mortgage Loan and the Panorama Corporate Center Pari Passu Companion
Loan are pari passu with each other. The Panorama Corporate Center Mortgage Loan is part of the Trust Fund. The Panorama
Corporate Center Pari Passu Companion Loan is not part of the Trust Fund. The Panorama Corporate Center Mortgage Loan and the
Panorama Corporate Center Pari Passu Companion Loan will be serviced and administered in accordance with the GSMS 2016-GS2 Pooling
and Servicing Agreement and the Panorama Corporate Center Co-Lender Agreement.


 


The
Veritas Multifamily Pool 1 Whole Loan consists of the Veritas Multifamily Pool 1 Mortgage Loan, the Veritas Multifamily Pool 1
Pari Passu Companion Loans and the Veritas Multifamily Pool 1 Subordinate Companion Loan. The Veritas Multifamily Pool 1 Mortgage
Loan and the Veritas Multifamily Pool 1 Pari Passu Companion Loans are pari passu


 






     -6-


     


    

 


with
each other and the Veritas Multifamily Pool 1 Subordinate Companion Loan is subordinate to the Veritas Multifamily Pool 1 Mortgage
Loan and the Veritas Multifamily Pool 1 Pari Passu Companion Loans. The Veritas Multifamily Pool 1 Mortgage Loan is part of the
Trust Fund. The Veritas Multifamily Pool 1 Pari Passu Companion Loans and the Veritas Multifamily Pool 1 Subordinate Companion
Loan are not part of the Trust Fund. The Veritas Multifamily Pool 1 Mortgage Loan, the Veritas Multifamily Pool 1 Pari Passu Companion
Loans and the Veritas Multifamily Pool 1 Subordinate Companion Loan will be serviced and administered in accordance with the GS
Mortgage Securities Corporation Trust 2016-RENT Trust and Servicing Agreement and the Veritas Multifamily Pool 1 Co-Lender Agreement.


 


The
Residence Inn and SpringHill Suites North Shore Whole Loan consists of the Residence Inn and SpringHill Suites North Shore Mortgage
Loan and the Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loans. The Residence Inn and SpringHill Suites
North Shore Mortgage Loan and the Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loans are pari passu
with each other. The Residence Inn and SpringHill Suites North Shore Mortgage Loan is part of the Trust Fund. The Residence
Inn and SpringHill Suites North Shore Pari Passu Companion Loans are not part of the Trust Fund. The Residence Inn and SpringHill
Suites North Shore Mortgage Loan and the Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loans will be serviced
and administered in accordance with the GSMS 2016-GS2 Pooling and Servicing Agreement and the Residence Inn and SpringHill Suites
North Shore Co-Lender Agreement.


 


The
Embassy Suites Portland Airport Whole Loan consists of the Embassy Suites Portland Airport Mortgage Loan and the Embassy Suites
Portland Airport Pari Passu Companion Loan. The Embassy Suites Portland Airport Mortgage Loan and the Embassy Suites Portland
Airport Pari Passu Companion Loan are pari passu with each other. The Embassy Suites Portland Airport Mortgage Loan is
part of the Trust Fund. The Embassy Suites Portland Airport Pari Passu Companion Loan is not part of the Trust Fund. The Embassy
Suites Portland Airport Mortgage Loan and the Embassy Suites Portland Airport Pari Passu Companion Loan will be serviced and administered
in accordance with this Agreement and the Embassy Suites Portland Airport Co-Lender Agreement.


 


The
Veritas Multifamily Pool 2 Whole Loan consists of the Veritas Multifamily Pool 2 Mortgage Loan, the Veritas Multifamily Pool 2
Pari Passu Companion Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan. The Veritas Multifamily Pool 2 Mortgage
Loan and the Veritas Multifamily Pool 2 Pari Passu Companion Loan are pari passu with each other. The Veritas Multifamily
Pool 2 Subordinate Companion Loan is subordinate to the Veritas Multifamily Pool 2 Mortgage Loan and the Veritas Multifamily Pool
2 Pari Passu Companion Loan. The Veritas Multifamily Pool 2 Mortgage Loan is part of the Trust Fund. The Veritas Multifamily Pool
2 Subordinate Companion Loan and the Veritas Multifamily Pool 2 Pari Passu Companion Loan are not part of the Trust Fund. The
Veritas Multifamily Pool 2 Mortgage Loan, the Veritas Multifamily Pool 2 Pari Passu Companion Loan and the Veritas Multifamily
Pool 2 Subordinate Companion Loan will be serviced and administered in accordance with the GSMS 2016-GS2 Pooling and Servicing
Agreement and the Veritas Multifamily Pool 2 Co-Lender Agreement.


 






     -7-


     


    

 


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


 


Article I



DEFINITIONS


 


Section 1.01     Defined Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized
terms, unless the context otherwise requires, shall have the meanings specified in this Article.


 


“10-K
Filing Deadline”: As defined in Section 11.05(a).


 


“10
Hudson Yards Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of 6, 2016, by and between the holder
of the 10 Hudson Yards Pari Passu Companion Loans, the holder of the 10 Hudson Yards Mortgage Loan and the holder of the 10 Hudson
Yards Subordinate Companion Loans, relating to the relative rights of such holders of the 10 Hudson Yards Whole Loan, as the same
may be further amended in accordance with the terms thereof.


 


“10
Hudson Yards Mortgage Loan”: With respect to the 10 Hudson Yards Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory note A-4, and
is pari passu in right of payment with the 10 Hudson Yards Pari Passu Companion Loans to the extent set forth in the related
Co-Lender Agreement. The 10 Hudson Yards Subordinate Companion Loans are subordinate to the 10 Hudson Yards Mortgage Loan.


 


“10
Hudson Yards Mortgaged Property”: The Mortgaged Property which secures the 10 Hudson Yards Whole Loan.


 


“10
Hudson Yards Pari Passu Companion Loans”: With respect to the 10 Hudson Yards Whole Loan, the Companion Loans evidenced
by the promissory notes A-1, A-2 and A-3 made by the related Mortgagor and secured by the Mortgage on the 10 Hudson Yards Mortgaged
Property, which are not included in the Trust and which are pari passu in right of payment to the 10 Hudson Yards Mortgage
Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 10 Hudson Yards Co-Lender Agreement.


 


“10
Hudson Yards Subordinate Companion Loans”: With respect to the 10 Hudson Yards Whole Loan, the Companion Loans evidenced
by the promissory notes made by the related Mortgagor and secured by the Mortgage on the 10 Hudson Yards Mortgaged Property, which
are not included in the Trust and which are subordinate in right of payment to the 10 Hudson Yards Mortgage Loan and the 10 Hudson
Yards Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the 10 Hudson
Yards Co-Lender Agreement.


 


“10
Hudson Yards Whole Loan”: The 10 Hudson Yards Mortgage Loan, together with the 10 Hudson Yards Pari Passu Companion
Loans and the 10 Hudson Yards Subordinate Companion Loans, each of which is secured by the same Mortgage on the 10 Hudson Yards


 






     -8-


     


    

 


Mortgaged
Property. References herein to the 10 Hudson Yards Whole Loan shall be construed to refer to the aggregate indebtedness under
the 10 Hudson Yards Mortgage Loan, the 10 Hudson Yards Pari Passu Companion Loans and the 10 Hudson Yards Subordinate Companion
Loans.


 


“540
West Madison Assumed Scheduled Payment”: For any Collection Period and with respect to the Trust Subordinate Companion
Loan that is delinquent in respect of its Balloon Payment (excluding, for purposes of determining or making P&I Advances,
the portion allocable to the Trust Subordinate Companion Loan), an amount equal to the sum of (a) the principal portion of the
Periodic Payment that would have been due on such Trust Subordinate Companion Loan on the related Due Date based on the constant
payment required by the related Mortgage Note or the original amortization schedule of such Trust Subordinate Companion Loan (as
calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after
giving effect to any reduction in the principal balance thereof occurring in connection with a modification of such Trust Subordinate
Companion Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal
Balance of such Trust Subordinate Companion Loan (excluding, for purposes of determining P&I Advances, the portion allocable
to any related Trust Subordinate Companion Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing
Fee Rate).


 


“540
West Madison Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication)
(which, for the avoidance of doubt, will not include any amounts received in respect of the Mortgage Loans):


 


(a)          
the aggregate amount of all cash received on the Trust Subordinate Companion Loan (including the portion of Loss of Value
Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement) and any REO Property
(including Compensating Interest Payments with respect to the Trust Subordinate Companion Loan required to be deposited by the
Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any
amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the holder of any Mortgage
Loan, Companion Holders or the holders of the Pooled Certificates or the Trust Components), as of the close of business on the
related Master Servicer Remittance Date, exclusive of (without duplication):


 


(i)           
all Periodic Payments paid by the Mortgagors of the Trust Subordinate Companion Loan that are due on a Due Date following
the end of the related Collection Period;


 


(ii)          
all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following
the related Due Date for the Trust Subordinate Companion Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and
other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary
Principal Prepayments for the Trust Subordinate Companion Loan with a Due Date occurring after the related Determination Date,
subsequent to the related Due Date) allocable to the Trust Subordinate Companion Loan;


 






     -9-


     


    

 


(iii)          (A) all
amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the
Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b);
and (C) any Net Investment Earnings contained therein;


 


(iv)          with
respect to the Trust Subordinate Companion Loan and any Distribution Date occurring in (1) each February or (2) any
January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date),
an amount equal to one (1) day of interest on the Stated Principal Balance of the Trust Subordinate Companion Loan as of the Due
Date in the month preceding the month in which such Distribution Date occurs at the related Net Mortgage Rate to the extent such
amounts are Withheld Amounts related to the Trust Subordinate Companion Loan;


 


(v)           all
Yield Maintenance Charges allocable to the Trust Subordinate Companion Loan;


 


(vi)          all
amounts deposited in the Collection Account in error; and


 


(vii)         any
Penalty Charges allocable to the Trust Subordinate Companion Loan;


 


(b)           if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO
Accounts allocable to the Trust Subordinate Companion Loan to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


(c)            the aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Trust Subordinate
Companion Loan with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable,
with respect to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator/Trustee Fee, Operating
Advisor Fee, CREFC® Intellectual Property Royalty License Fee and Asset Representations Reviewer Fee with respect
to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


 


(d)           with respect to the initial Distribution Date, the Interest Deposit Amount related to the Trust Subordinate Companion Loan;
and


 


(e)            with respect to the Trust Subordinate Companion Loan and any Distribution Date occurring in each March (or February, if
the related Distribution Date is the final Distribution Date), the Withheld Amounts related to the Trust Subordinate Companion
Loan remitted to the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 3.21(b).


 






     -10-


     


    

 


Notwithstanding
the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the 540
West Madison Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“540
West Madison Base Interest Fraction”: With respect to any Principal Prepayment on the Trust Subordinate Companion Loan
and with respect to any Class of Class WM-A and Class WM-B Certificates, is a fraction (a) whose numerator is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates, as applicable,
and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance
Charge with respect to such Principal Prepayment and (b) whose denominator is the greater of (x) zero and (y) the difference
between (i) the Mortgage Rate on the Trust Subordinate Companion Loan, and (ii) the discount rate used in accordance
with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment.
However, (1) under no circumstances shall the 540 West Madison Base Interest Fraction be greater than one or less than zero,
(2) if such discount rate is greater than or equal to the Mortgage Rate on such Trust Subordinate Companion Loan, and is
greater than or equal to the Pass-Through Rate on such Class of Certificates, then the 540 West Madison Base Interest Fraction
will equal zero and (3) if the discount rate is greater than or equal to the Mortgage Rate on such Trust Subordinate Companion
Loan, and is less than the Pass-Through Rate on such Class of Certificates, then the 540 West Madison Base Interest Fraction will
be one (1). The Master Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes
of calculating the 540 West Madison Base Interest Fraction.


 


“540
West Madison Co-Lender Agreement”: That certain Agreement between Noteholders, dated as of September 7, 2016, by and
between the holder of the 540 West Madison Pari Passu Companion Loan, the holder of the 540 West Madison Mortgage Loan and the
holders of the 540 West Madison Subordinate Companion Loans, relating to the relative rights of such holders of the 540 West Madison
Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“540
West Madison Control Eligible Certificates”: Any of the Class WM-A and Class WM-B Certificates.


 


“540
West Madison Controlling Class”: As of any date of determination, the most subordinate Class of 540 West Madison Control
Eligible Certificates then outstanding that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal
Reduction Amounts allocable to such Class in accordance with Section 4.05(a), at least equal to 25% of the Original
Certificate Balance of that Class; provided that if, at any time, the Certificate Balances of all 540 West Madison Control
Eligible Certificates, as notionally reduced by any Appraisal Reduction Amounts (but without regard to any Collateral Deficiency
Amount) allocable to such classes, have been reduced to zero, the 540 West Madison Controlling Class will be the most senior Class
of 540 West Madison Control Eligible Certificates that has a principal balance greater than zero; provided, further
that if at any time the Certificate Balance of the Class WM-A Certificates have been reduced to zero as a result of the allocation
of principal payments on the Trust Subordinate Companion Loan, then the “540 West Madison Controlling Class” will
be the most subordinate class of 540 West Madison Control Eligible Certificates that


 






     -11-


     


    

 


has
an aggregate Certificate Balance greater than zero without regard to the application of Appraisal Reduction Amounts (or any Collateral
Deficiency Amount) to notionally reduce the Certificate Balance of such Class.


 


“540
West Madison Controlling Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate
of the 540 West Madison Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party
hereto. The Trustee, the Master Servicer, either Special Servicer or the Operating Advisor may from time to time request (the
cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate
Owners, if applicable) of the 540 West Madison Controlling Class and the Certificate Administrator shall promptly provide such
list without charge to such Trustee, Master Servicer, Operating Advisor or Special Servicers, as applicable. The Trustee, the
Master Servicer, the Special Servicers and the Operating Advisor shall be entitled to rely on any such list so provided.


 


“540
West Madison Controlling Class Representative”: The 540 West Madison Controlling Class Representative shall be the 540
West Madison Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the 540 West Madison
Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time);
provided, however, that (i) absent that selection, or (ii) until a 540 West Madison Controlling Class
Representative is so selected or (iii) upon receipt of a notice from a majority of the 540 West Madison Controlling Class
Certificateholders, by Certificate Balance, that a 540 West Madison Controlling Class Representative is no longer designated,
then the 540 West Madison Controlling Class Certificateholder that represents that it owns the largest aggregate Certificate Balance
of the 540 West Madison Controlling Class (with evidence of ownership) or a representative thereof, will be the 540 West Madison
Controlling Class Representative; provided, however, that, in the case of this clause (iii), in the event
that no one Holder owns the largest aggregate Certificate Balance of the 540 West Madison Controlling Class, then there will be
no 540 West Madison Controlling Class Representative until appointed in accordance with the terms of this Agreement. After the
occurrence and during the continuance of a Trust Subordinate Companion Loan Control Termination Event, there will be no 540 West
Madison Controlling Class Representative. The Depositor shall promptly provide the name and contact information for the initial
540 West Madison Controlling Class Representative 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 540 West Madison Controlling Class Representative has not changed
until such parties receive written notice of a replacement of the 540 West Madison Controlling Class Representative from a party
holding the requisite interest in the 540 West Madison Controlling Class, or the resignation of the then-current 540 West Madison
Controlling Class Representative.


 


“540
West Madison Mortgage Loan”: With respect to the 540 West Madison Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-1,
and is pari passu in right of payment with the 540 West Madison Pari Passu Companion Loan to the extent set forth in the
related Co-Lender Agreement. The 540 West Madison Subordinate Companion Loans are subordinate to the 540 West Madison Mortgage
Loan.


 






     -12-


     


    

 


“540
West Madison Mortgaged Property”: The Mortgaged Property which secures the 540 West Madison Whole Loan.


 


“540
West Madison Pari Passu Companion Loan”: With respect to the 540 West Madison Whole Loan, the Companion Loans evidenced
by the promissory note A-2 made by the related Mortgagor and secured by the Mortgage on the 540 West Madison Mortgaged Property,
which is not included in the Trust and which is pari passu in right of payment to the 540 West Madison Mortgage Loan to
the extent set forth in the related Mortgage Loan documents and as provided in the 540 West Madison Co-Lender Agreement.


 


“540
West Madison Principal Distribution Amount”: With respect to any Distribution Date and the Loan-Specific Certificates
(other than the Class X-WM Certificates), an amount equal to the sum of the following amounts: (a) the 540 West Madison Principal
Shortfall for such Distribution Date, (b) the 540 West Madison Scheduled Principal Distribution Amount for such Distribution
Date and (c) the 540 West Madison Unscheduled Principal Distribution Amount for such Distribution Date; provided that
the 540 West Madison Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount
of any reimbursements of (A) Nonrecoverable Advances, with interest on such Nonrecoverable Advances at the Reimbursement
Rate that are paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such
principal collections would have otherwise been included in the 540 West Madison Principal Distribution Amount for such Distribution
Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Trust Subordinate
Companion Loan in a period during which such principal collections would have otherwise been included in the 540 West Madison
Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B)
above, if any of the amounts that were reimbursed from principal collections on the Trust Subordinate Companion Loan (including
the portion of the REO Loan allocable to the Trust Subordinate Companion Loan) are subsequently recovered on the related Trust
Subordinate Companion Loan (or the portion of the REO Loan allocable to the Trust Subordinate Companion Loan), such recovery will
increase the 540 West Madison Principal Distribution Amount for the Distribution Date related to the period in which such recovery
occurs).


 


“540
West Madison Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the
Trust Subordinate Companion Loan, the amount, if any, by which (a) the related 540 West Madison Principal Distribution Amount
for the preceding Distribution Date, exceeds (b) the aggregate amount actually distributed on the preceding Distribution
Date in respect of such 540 West Madison Principal Distribution Amount. The 540 West Madison Principal Shortfall for the initial
Distribution Date will be zero.


 


“540
West Madison Realized Loss”: With respect to the Loan-Specific Certificates, 540 West Madison Realized Loss (as defined
in Section 4.04(a)).


 


“540
West Madison Scheduled Principal Distribution Amount”: With respect to any Distribution Date and the Trust Subordinate
Companion Loan, the aggregate of the principal portions of the following: (a) all Periodic Payments (excluding Balloon Payments)
with respect to the Trust Subordinate Companion Loan due during or, if and to the extent not previously received or advanced pursuant
to Section 4.03 and distributed to Certificateholders on a


 






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preceding
Distribution Date, prior to the related Collection Period and all 540 West Madison Assumed Scheduled Payments with respect to
the Trust Subordinate Companion Loan for the related Collection Period, in each case to the extent either (i) paid by the
related Mortgagor as of the related Determination Date (or, with respect to the Trust Subordinate Companion Loan with a Due Date
occurring or a Grace Period ending after the related Determination Date, the related Due Date or last day of such Grace Period,
as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance
Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03, and (b) all
Balloon Payments allocable to the Trust Subordinate Companion Loan to the extent received on or prior to the related Determination
Date (or, with respect to the Trust Subordinate Companion Loan with a Due Date occurring, or a Grace Period ending, after the
related Determination Date, the related Due Date or, last day of such Grace Period, as applicable, to the extent received by the
Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date), and to the extent not included
in clause (a) above.


 


“540
West Madison Special Servicer”: Trimont Real Estate Advisors, LLC, or its successor-in-interest, or any successor special
servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded
Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).


 


“540
West Madison Subordinate Companion Loans”: The Trust Subordinate Companion Loan and the Non-Trust Subordinate Companion
Loan.


 


“540
West Madison Unscheduled Principal Distribution Amount”: With respect to any Distribution Date and the Trust Subordinate
Companion Loan, the aggregate of the following: (a) all Principal Prepayments received on such Trust Subordinate Companion
Loan on or prior to the Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation
Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust
incurred in connection with the related Trust Subordinate Companion Loan) and, if applicable, REO Revenues received with respect
to such Trust Subordinate Companion Loan and any REO Loans allocable to the Trust Subordinate Companion Loan on or prior to the
related Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal
for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“540
West Madison Whole Loan”: The 540 West Madison Mortgage Loan, together with the 540 West Madison Pari Passu Companion
Loan and the 540 West Madison Subordinate Companion Loans, each of which is secured by the same Mortgage on the 540 West Madison
Mortgaged Property. References herein to the 540 West Madison Whole Loan shall be construed to refer to the aggregate indebtedness
under the 540 West Madison Mortgage Loan, the 540 West Madison Pari Passu Companion Loan and the 540 West Madison Subordinate
Companion Loans.


 


“15Ga-1
Notice”: As defined in Section 2.03(b).


 






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“15Ga-1
Notice Provider”: As defined in Section 2.03(b). 


 


“15Ga-1
Repurchase Request”: As defined in Section 2.03(b).


 


“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 (initially “www.ctslink.com”), under the “NRSRO”
tab on the page relating to this transaction.


 


“30/360
Mortgage Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.


 


“AB
Control Appraisal Period”: With respect to any AB Subordinate Companion Loan, the period during which (a)(i) the initial
principal balance of such AB Subordinate Companion Loan minus (ii) the sum (without duplication) of (x) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received on, such AB Subordinate Companion Loan, (y) any Appraisal
Reduction Amounts for the related AB Whole Loan that are allocated to such AB Subordinate Companion Loan and (z) any losses realized
with respect to the related Mortgaged Property or AB Whole Loan that are allocated to such AB Subordinate Companion Loan, is less
than (b) 25% of the remainder of the (i) initial principal balance of such AB Subordinate Companion Loan less (ii) any payments
of principal (whether principal prepayments or otherwise) allocated to, and received by, the holder of such AB Subordinate Companion
Loan.


 


“AB
Co-Lender Agreement”: Any Co-Lender Agreement by and among the holder of an AB Subordinate Companion Loan and the holders
of the related Mortgage Loan and any related Pari Passu Companion Loan, relating to the relative rights of such holders of the
related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. For the avoidance of doubt, the
10 Hudson Yards Co-Lender Agreement, the 540 West Madison Co-Lender Agreement, the Veritas Multifamily Pool 1 Co-Lender Agreement
and the Veritas Multifamily Pool 2 Co-Lender Agreement are AB Co-Lender Agreements under this Agreement.


 


“AB
Modified Loan” Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any
Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to
the related Non-Serviced Pooling Agreement) due to a modification thereto that resulted in the creation of an A/B note structure
(or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior
note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan or Trust Subordinate
Companion Loan and (2) as to which an Appraisal Reduction Amount is not in effect.


 


“AB
Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund. For the avoidance of doubt, the 10 Hudson Yards Mortgage Loan, the 504 West Madison Mortgage Loan, the
Veritas Multifamily Pool 1 Mortgage Loan and the Veritas Multifamily Pool 2 Mortgage Loan are AB Mortgage Loans.


 






     -15-


     


    

 


“AB
Mortgaged Property”: The Mortgaged Property which secures the related AB Whole Loan.


 


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included
in the Trust (other than the Trust Subordinate Companion Loan) and which is subordinate in right of payment to the related AB
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the related Co-Lender Agreement.
The 10 Hudson Yards Subordinate Companion Loans, the 540 West Madison Subordinate Companion Loans, the Veritas Multifamily Pool
1 Subordinate Companion Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan are AB Subordinate Companion Loans.


 


“AB
Whole Loan”: A Whole Loan that consists of such Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance
of doubt, the 10 Hudson Yards Whole Loan, the 540 West Madison Whole Loan, the Veritas Multifamily Pool 1 Whole Loan and the Veritas
Multifamily Pool 2 Whole Loan are AB Whole Loans.


 


“AB
Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, The “Directing Lender”, “Controlling
Noteholder” or similarly defined party identified in the related AB Co-Lender Agreement.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing
Date, in each case as to which default the Master Servicer and the applicable Special Servicer may forbear taking any enforcement
action, provided that the applicable Special Servicer has determined, in its reasonable judgment, based on inquiry consistent
with the Servicing Standard and (unless a Control Termination Event has occurred and is continuing (or other than with respect
to any Excluded Loan), with the consent of the Directing Holder (and after a Control Termination Event has occurred, but prior
to the occurrence of a Consultation Termination Event (or other than with respect to any Excluded Loan), after consultation with
the Directing Holder as provided in Section 6.08 hereof)), that either (a) such insurance is not available at
commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the
related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such
insurance is not available at any rate; provided, however, that the Directing Holder will not have more than thirty
(30) days to respond to the applicable Special Servicer’s request for such consent or consultation; provided, further,
that upon the applicable Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances
do not allow the applicable Special Servicer to consult with the Directing Holder, the applicable Special Servicer is not required
to do so. Each of the Master Servicer (at its own expense) and


 






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the
applicable Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the
determinations described above.


 


“Accrued
AB Loan Interest”: With respect to any AB Modified Loan and any date of determination, the accrued and unpaid interest
that remains unpaid with respect to the junior note(s) of such AB Modified Loan.


 


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


 


“Actual/360
Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.


 


“Actual/360
Mortgage Loans”: The Mortgage Loans and the Trust Subordinate Companion Loan, to the extent indicated as such in the
Mortgage Loan Schedule.


 


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto,
as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents
(including any Co-Lender Agreement or subordination agreement).


 


“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 hereto as Exhibit EE.


 


“Additional
Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar
to the Mortgaged Properties on or prior to September 11, 2001.


 


“Additional
Form 10-D Disclosure”: As defined in Section 11.04(a).


 


“Additional
Form 10-K Disclosure”: As defined in Section 11.05(a).


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicers or the Mortgage Loan Seller that services any
of the Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, and each Person who is not an Affiliate of the Master
Servicer, other than the Special Servicers, who services 10% or more of the Mortgage Loans and the Trust Subordinate Companion
Loan by unpaid principal balance as of any date of determination pursuant to Article XI.


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan or Trust Subordinate Companion Loan,
a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate (which fee
rate accounts for the Trustee Fee), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate.


 


“Advance”:
Any P&I Advance or Property Protection Advance.


 






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“Adverse
REMIC Event”: As defined in Section 10.01(f).


 


“Affected
Party”: As defined in Section 7.01(b).


 


“Affected
Reporting Party”: As defined in Section 11.12.


 


“Affiliate”:
With respect to any specified Person, any other Person 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 or otherwise and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Affirmative
Asset Review Vote”: As defined in Section 12.01(a).


 


“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws
of the State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention
of the Trustee and the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written
notice from the appropriate taxing authority as to the applicability of such state or local tax laws.


 


“Appraisal”:
An appraisal prepared by an MAI appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged
Property is located, as appropriate; provided that each appraiser will be required to represent in such appraisal or in
a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal
Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser
had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and
its compensation is not affected by the approval or disapproval of the Mortgage Loan.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non Serviced Mortgage Loan) or
any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable
Special Servicer (prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan or Serviced
Whole Loan other than an Excluded Loan) in consultation with the Directing Holder, and (after the occurrence and during the continuance
of a Control Termination Event) in consultation with the Operating Advisor, as of the first Determination Date that is at least
ten (10) Business Days following the date on which the applicable Special Servicer receives an Appraisal or conducts a valuation
described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or Serviced Whole Loan, as the
case may be, over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined
(1) by one or more Appraisals obtained by the applicable Special Servicer with respect to that Mortgage Loan (together with any
other Mortgage Loan cross-


 






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collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess
of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed
by the applicable Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000,
minus, with respect to any Appraisals, such downward adjustments as the applicable Special Servicer may make (without implying
any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows,
letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as of the date of calculation over (ii)
the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced
by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be,
at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid
interest on the related Trust Subordinate Companion Loan or AB Subordinate Companion Loan at a per annum rate equal to
its related mortgage interest rate), (B) all P&I Advances on the related Mortgage Loan and all Property Protection Advances
on the related Mortgage Loan or Serviced Whole Loan, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan,
and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, (C) all currently due
and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or
Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an
Advance by the Master Servicer, the applicable Special Servicer or the Trustee, as applicable) and (D) any other unpaid additional
expenses of the issuing entity in respect of such Mortgage Loan or Serviced Whole Loan; provided, however, without
limiting the applicable Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the
applicable Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within
120 days of the event described in the definition of “Appraisal Reduction Event” (without regard to the time periods
set forth in the definition), then solely for purposes of determining the amounts of the P&I Advances, the Appraisal Reduction
Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced
Whole Loan, until such time as an Appraisal is received by the applicable Special Servicer and the Appraisal Reduction Amount
is calculated as of the first Determination Date that is at least 10 Business Days thereafter. Within sixty (60) days after the
Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to receive an Appraisal (the
cost of which shall be paid by the Master Servicer as a Property Protection Advance); provided, further, however,
that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the
applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120)
day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition
of Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal
within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided,
further, however, that in no event shall the applicable Special Servicer be required to order any such


 






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Appraisal
prior to the conclusion of such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case,
the related Appraisal shall be promptly delivered in electronic format by the applicable Special Servicer to the Master Servicer,
the Directing Holder (but only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and
the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer will provide the applicable Special Servicer
with the information as set forth in Section 4.05(c). The Master Servicer shall not calculate Appraisal Reduction
Amounts.


 


With
respect to any Appraisal Reduction Amount calculated for purposes of determining the existence and identity of the Controlling
Class pursuant to Section 4.05(a) hereof, the Appraised Value for the related Mortgaged Property determined in connection
with clause (b)(i)(A)(1) or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined
on an “as-is” basis.


 


Notwithstanding
anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or Trust Subordinate Companion
Loan, as the case may be, or the related REO Property will be reduced to zero as of the date on which Mortgage Loan is paid in
full, liquidated, repurchased or otherwise removed from the Trust or as otherwise set forth in Section 4.05(d).


 


Any
Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance
with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement.


 


Any
Appraisal Reduction Amount with respect to the 540 West Madison Whole Loan will be allocated first to the Non-Trust Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts), then
to the Trust Subordinate Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal
Reduction Amounts) and then to the 540 West Madison Mortgage Loan and the 540 West Madison Pari Passu Companions Loan on
a pro rata basis.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non Serviced Mortgage Loan), or Serviced Whole Loan,
the earliest of (i) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or related Companion
Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or related Companion Loan, as applicable,
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or related
Companion Loan, as applicable, by the applicable Special Servicer, (ii) the 60th day after an uncured delinquency (without
regard to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in
respect of such Mortgage Loan or related Companion Loan, as applicable, (iii) solely in the case of a delinquent Balloon Payment,
(A) the date occurring 60 days beyond the date on which that Balloon Payment was due (except as described in clause B below) or
(B) if the related Mortgagor has delivered to the master servicer or applicable special servicer (and in either such case the
Master Servicer or the applicable Special Servicer, as applicable, will be required to promptly deliver a copy thereof to the
other such servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after maturity, the
date occurring 120 days after the date on which that Balloon Payment was due 


 



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(or
for such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur),
(iv) the date on which the related Mortgaged Property became an REO Property, (v) the sixtieth (60th) day after a receiver
or similar official is appointed (and continues in that capacity) in respect of the related Mortgaged Property, (vi) the sixtieth
(60th) day after the date the related Mortgagor or the tenant at a single tenant property is subject to a bankruptcy,
insolvency or similar proceedings (if not dismissed within those sixty (60) days), and (vii) the date on which the Mortgage Loan
(or Serviced Whole Loan) remains outstanding 5 years following any extension of its maturity date pursuant to this Agreement;
provided, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate
Balances of all Classes of Subordinate Certificates have been reduced to zero. The applicable Special Servicer shall notify the
Master Servicer, the Directing Holder and the Operating Advisor, or the Master Servicer shall notify the applicable Special Servicer
and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the
foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject
to the provisions of Section 4.05 hereof.


 


“Appraisal
Review Period”: As defined in Section 4.05(b)(ii).


 


“Appraised-Out
Class”: As defined in Section 4.05(b)(i).


 


“Appraised
Value”: With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof
as determined by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or
Serviced AB Whole Loan, as applicable, and with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto,
as determined pursuant to the applicable Non-Serviced Pooling Agreement.


 


“Arbitration
Rules”: As defined in Section 2.03(l)(i).


 


“Asset
Representations Reviewer”: Pentalpha Surveillance LLC, and its successors-in-interest.


 


“Asset
Representations Reviewer Fee”: As defined in Section 12.02(a).


 


“Asset
Representations Reviewer Fee Rate”: As defined in Section 12.02(a).


 


“Asset
Representations Reviewer Asset Review Fee”: As defined in Section 12.02(b).


 


“Asset
Representations Reviewer Termination Event”: As defined in Section 12.05(a).


 


“Asset
Review”: As defined in Section 12.01(b)(iv).


 


“Asset
Review Notice”: As defined in Section 12.01(a).


 






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“Asset Review
Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a),
the Certificateholders evidencing at least 5% of the aggregate Pooled Voting Rights represented by all Certificates.


 


“Asset Review
Report”: As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an
Asset Review substantially in the form attached hereto as Exhibit OO.


 


“Asset Review
Report Summary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of
an Asset Review Report substantially in the form attached hereto as Exhibit PP.


 


“Asset Review
Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection
with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the
facts and circumstances known to it at the time of such determination or assumption.


 


“Asset Review
Trigger”: Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25% or more of the aggregate
outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of
a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Mortgage Loans as of the end
of the related Collection Period or (2) at least 15 Mortgage Loans are Delinquent Mortgage Loans as of the end of the applicable
Collection Period and the outstanding principal balance of such Delinquent Mortgage Loans in the aggregate constitutes at least
20% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO
Loan in the case of a Whole Loan)) as of the end of the applicable Collection Period.


 


“Asset Review
Vote Election”: As defined in Section 12.01(a).


 


“Asset Status
Report”: As defined in Section 3.19(d).


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument
executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation,
leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered,
as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


“Assignment
of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record
the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable
for recording.


 






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“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan)
that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I
Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the
Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment
required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest
at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction
in the principal balance thereof occurring in connection with a modification of such Mortgage Loan in connection with a default
or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan
(excluding, for purposes of determining P&I Advances, the portion allocable to any related Companion Loan, if applicable) at
the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


“Available Funds”:
With respect to any Distribution Date, will equal with respect to distributions to be made on the Pooled Certificates, the Class
R Certificates and any Trust Component, the Pooled Available Funds and, in the case of the distributions to be made on the Loan-Specific
Certificates and the Class R Certificates, the 540 Madison Avenue Available Funds.


 


“Balloon Mortgage
Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as
of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity
Date.


 


“Balloon Payment”:
With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of
such Balloon Mortgage Loan.


 


“Bankruptcy
Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).


 


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, and Class D Certificates and Class PEZ Regular
Interests, a fraction (a) whose numerator is the greater of (x) zero and (y) the difference between (i) the
Pass-Through Rate on such Class of Certificates or Class PEZ Regular Interest, as applicable, and (ii) the discount rate used
in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment and (b) whose denominator is the greater of (x) zero and (y) the difference between (i) the Mortgage Rate
on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced
Whole Loan), and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield
Maintenance Charge with respect to such 


 






     -23-


     


    

 


Principal Prepayment. However, (1) under no circumstances shall the Base Interest
Fraction be greater than one or less than zero, (2) if such discount rate is greater than or equal to the Mortgage Rate on
such Mortgage Loan or Serviced Whole Loan, and is greater than or equal to the Pass-Through Rate on such Class of Certificates,
then the Base Interest Fraction will equal zero and (3) if the discount rate is greater than or equal to the Mortgage Rate
on such Mortgage Loan or Serviced Whole Loan, and is less than the Pass-Through Rate on such Class of Certificates, then the Base
Interest Fraction will be one (1). The Master Servicer shall provide to the Certificate Administrator the discount rate referenced
above for purposes of calculating the Base Interest Fraction.


 


“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its nominee.


 


“Borrower Delayed
Reimbursements”: Any additional Trust Fund expenses and reimbursements of Advances that the related Mortgagor is required,
pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage
Loan.


 


“Borrower Party”:
A borrower, a manager of a Mortgaged Property, a Restricted Mezzanine Holder, or a Borrower Party Affiliate.


 


“Borrower Party
Affiliate”: With respect to a borrower, a manager of a Mortgaged Property or a Restricted Mezzanine Holder, (a) any other
Person controlling or controlled by or under common control with such borrower, manager or Restricted Mezzanine Holder, as applicable,
or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, manager or Restricted
Mezzanine Holder, as applicable. For 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-Related
Party”: As defined in Section 3.33 of this Agreement.


 


“Borrower-Related
Litigation”: As defined in Section 3.33 of this Agreement.


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section
6(d) of the Mortgage Loan Purchase Agreement.


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California, Minnesota, New York,
Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of the Master Servicer or the
Special Servicers or the Corporate Trust Offices of either the Certificate Administrator or the Trustee are located, or the New
York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive
order to remain closed.


 






     -24-


     


    

 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator
appointed hereunder. Wells Fargo Bank, National Association will perform its duties as certificate administrator hereunder through
its Corporate Trust Services division.


 


“Certificate
Administrator/Trustee Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator/Trustee Fee includes the Trustee Fee.


 


“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall be equal to the product of the rate
equal to 0.00562% per annum and the aggregate Stated Principal Balance of the Mortgage Loans (calculated in the same manner
as interest is calculated on the related Mortgage Loan) and any REO Loan (including any Non-Serviced Mortgage Loan and the Trust
Subordinate Companion Loan, but not any other Companion Loan) and the Trust Subordinate Companion Loan (calculated in the same
manner as interest is calculated on the related Trust Subordinate Companion Loan) as of the preceding Distribution Date. The Certificate
Administrator/Trustee Fee includes the Trustee Fee.


 


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at www.ctslink.com.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, any Class PEZ Components and the Class PEZ Regular
Interests, as applicable, (i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance
of such Class of Principal Balance Certificates, Class PEZ Regular Interests or Class PEZ Components, as applicable, as specified
in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution Date, the Certificate
Balance of such Class of Principal Balance Certificates, any Class PEZ Components and any Class PEZ Regular Interest, as applicable,
on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).
The aggregate Certificate Balance of the Class A-S Certificates and the Class PEZ Component A-S shall be equal at all times to
the Certificate Balance of the Class A-S Regular Interest. The aggregate Certificate Balance of the Class B Certificates and the
Class B-PEZ Percentage Interest shall be equal at all times to the Certificate Balance of the Class B Regular Interest. The aggregate
Certificate Balance of the Class C Certificates and the Class C-PEZ Percentage Interest shall be equal at all times to the Certificate
Balance of the Class C Regular Interest. The original and outstanding Certificate Balances of the Class A-S, Class B, Class C and
Class PEZ Certificates are subject to adjustment in connection with any exchange of Class A-S, Class B and Class C Certificates
for Class PEZ Certificates, or vice versa, in each case in accordance with Section 5.09 hereof.


 






     -25-


     


    

 


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class R Certificates), as of any date of determination,
a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then related Certificate
Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.


 


“Certificate
Owner”: With respect to a Book-Entry 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 Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to
Section 5.03(a).


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
either Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, the Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling
Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related
Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned by the General Special Servicer
or an Affiliate thereof shall not be deemed to be outstanding as to the General Special Servicer or such Affiliate solely with
respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account
in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take
any such action has been obtained; provided, however, that the foregoing restrictions shall not apply in the
case of the Master Servicer, either Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the
Trustee, the Certificate Administrator, the Depositor, the Mortgage Loan Seller or any Affiliate of any of such Persons unless
such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in
the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage Loan;
provided, further, that so long as there is no Servicer Termination Event with respect to the Master Servicer or
a Special Servicer, the Master Servicer and such Special Servicer or any such Affiliate thereof shall be entitled to exercise such
Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation
or increase its obligations or liabilities hereunder; and provided, further, that such restrictions shall not apply
to (i) the exercise of either Special Servicer’s, the Master Servicer’s or the Mortgage Loan Seller’s rights,
if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master
Servicer, either 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 Master Servicer, such Special Servicer, the Trustee, or the Certificate Administrator, as applicable. The Trustee
and the Certificate Administrator shall each be entitled to request and rely upon a





 






     -26-


     


    

 


certificate of the Master Servicer, any Special
Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references
herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided,
however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier
Regular Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the applicable Special Servicer
pursuant to Section 7.01(d) (other than as a result of the replacement of the applicable Special Servicer at the recommendation
of the Operating Advisor), the Holders of Certificates evidencing at least 75% of the aggregate Voting Rights (other than with
respect to the termination of the Asset Representations Reviewer, taking into account the application of Realized Losses and the
application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal
Balance Certificates on an aggregate basis.


 


“Certification
Parties”: As defined in Section 11.06.


 


“Certification
Party”: Any one of the Certification Parties.


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
With respect to any Certificates, Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular Interests, all
of the Certificates bearing the same alphabetical (and, if applicable, numerical) Class designation, each designated Trust Subordinate
Companion Loan REMIC Regular Interest, each designated Lower-Tier Regular Interest and each Class PEZ Regular Interest.


 


“Class A
Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class
A-S Certificate.


 


“Class A-1 Certificate”:
A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.429%.


 


“Class A-2 Certificate”:
A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-2 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.484%.


 






     -27-


     


    

 


“Class A-3 Certificate”:
A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.592%.


 


“Class A-4 Certificate”:
A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.850%.


 


“Class A-AB
Certificate”: A Certificate designated as “Class A-AB” on the face thereof, in the form of Exhibit A-5
hereto, and a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-AB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
2.777%.


 


“Class A-AB
Scheduled Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule 2 hereto relating to the Class A-AB Certificates.


 


“Class A-S Certificate”:
A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-9 hereto, and evidencing
beneficial ownership of the Class A-S Specific Grantor Trust Assets.


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.143%.


 


“Class A-S Percentage
Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class A-S
Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-S
Certificates, and the denominator of which is the Certificate Balance of the Class A-S Regular Interest.


 


“Class A-S-PEZ
Percentage Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class PEZ
Certificates, a percentage interest equal to 100.0% minus the Class A-S Percentage Interest.


 


“Class A-S Regular
Interest”: The uncertificated interest corresponding to the Class A-S Certificates and the Class PEZ Certificates (to
the extent of the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest), constituting a “regular interest”
in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-S Regular
Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Class A-S Pass-Through
Rate.


 






     -28-


     


    

 


“Class A-S Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-S Percentage Interest of the Class
A-S Regular Interest and (ii) amounts held from time to time in the Class PEZ Distribution Account that represent distributions
of the Class A-S Percentage Interest in the Class A-S Regular Interest.


 


“Class B Certificate”:
A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-10 hereto, and evidencing
beneficial ownership of the Class B Specific Grantor Trust Assets.


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the Weighted Average
Net Mortgage Rate for such Distribution Date and (ii) 3.395%.


 


“Class B Percentage
Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class B Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class B Certificates,
and the denominator of which is the Certificate Balance of the Class B Regular Interest.


 


“Class B-PEZ
Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class PEZ
Certificates, a percentage interest equal to 100.0% minus the Class B Percentage Interest.


 


“Class B Regular
Interest”: The uncertificated interest corresponding to the Class B Certificates and the Class PEZ Certificates (to the
extent of the Class B-PEZ Percentage Interest of the Class B Regular Interest), constituting a “regular interest” in
the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class B Regular
Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Class B Pass-Through
Rate.


 


“Class B Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class B Percentage Interest of the Class B
Regular Interest and (ii) amounts held from time to time in the Class PEZ Distribution Account that represent distributions of
the Class B Percentage Interest in the Class B Regular Interest.


 


“Class C Certificate”:
A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-11 hereto, and evidencing
beneficial ownership of the Class C Specific Grantor Trust Assets.


 


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class C Percentage
Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class C Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class C Certificates,
and the denominator of which is the Certificate Balance of the Class C Regular Interest.


 






     -29-


     


    

 


“Class C-PEZ
Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class PEZ
Certificates, a percentage interest equal to 100.0% minus the Class C Percentage Interest.


 


“Class C Regular
Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Class C Pass-Through
Rate.


 


“Class C Regular
Interest”: The uncertificated interest corresponding to the Class C Certificates and the Class PEZ Certificates (to the
extent of the Class C-PEZ Percentage Interest of the Class C Regular Interest), constituting a “regular interest” in
the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class C Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class C Percentage Interest of the Class C
Regular Interest and (ii) amounts held from time to time in the Class PEZ Distribution Account that represent distributions of
the Class C Percentage Interest in the Class C Regular Interest.


 


“Class D Certificate”:
A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-12 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.620%.


 


“Class E Certificate”:
A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-13 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class E Pass-Through
Rate”: With respect to any Distribution Date,  a per annum rate equal to the Weighted Average Net
Mortgage Rate for such Distribution Date.


 


“Class F Certificate”:
A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-14 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class F Pass-Through
Rate”: With respect to any Distribution Date,  a per annum rate equal to the Weighted Average Net
Mortgage Rate for such Distribution Date.


 


“Class G Certificate”:
A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-15 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class G Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class LA1
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original


 






     -30-


     


    

 


Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.







 


“Class LA2
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA3
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA4
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LAS
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LAAB
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LB
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LC
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LD
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LE
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 






     -31-


     


    

 


“Class LF
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LG
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LR
Interest”: The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.


 


“Class LWMA
Uncertificated Interest”: An uncertificated regular interest in the Trust Subordinate Companion Loan REMIC which is held
as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.


 


“Class LWMB
Uncertificated Interest”: An uncertificated regular interest in the Trust Subordinate Companion Loan REMIC which is held
as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.


 


“Class PEZ Certificate”:
A Certificate designated as “Class PEZ” on the face thereof, in the form of Exhibit A-16 hereto, and evidencing
beneficial ownership of the Class PEZ Specific Grantor Trust Assets.


 


“Class PEZ Component”:
Any of the Class PEZ Component A-S, Class PEZ Component B or Class PEZ Component C.


 


“Class PEZ Component
A-S”: The component of the Class PEZ Certificates equal to the Class A-S-PEZ Percentage Interest of the Class A-S Regular
Interest.


 


“Class PEZ Component
B”: The component of the Class PEZ Certificates equal to the Class B-PEZ Percentage Interest of the Class B Regular Interest.


 


“Class PEZ Component
C”: The component of the Class PEZ Certificates equal to the Class C-PEZ Percentage Interest of the Class C Regular Interest.


 


“Class PEZ Distribution
Account”: The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall be entitled “Wells
Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS3, Class PEZ Distribution Account”, and which must be an Eligible Account or a subaccount of an Eligible
Account. The Class PEZ Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset
of the Grantor Trust.


 






     -32-


     


    

 


“Class PEZ Regular
Interests”: The Class A-S Regular Interest, the Class B Regular Interest, and the Class C Regular Interest, individually
or collectively as the context may require.


 


“Class PEZ Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-S-PEZ Percentage Interest of the Class
A-S Regular Interest, the Class B-PEZ Percentage Interest of the Class B Regular Interest and the Class C-PEZ Percentage Interest
of the Class C Regular Interest and (ii) amounts held from time to time in the Class PEZ Distribution Account that represent distributions
of the Class A-S-PEZ Percentage Interest, the Class B-PEZ Percentage Interest and the Class C-PEZ Percentage Interest in the related
Class PEZ Regular Interests.


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-20 hereto, and evidencing
the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class UR
Interest”: The uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.


 


“Class WM-A
Certificate”: A Certificate designated as “Class WM-A” on the face thereof, in the form of Exhibit A-17
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions, which relates
solely to the Trust Subordinate Companion Loan.


 


“Class WM-A
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage
Rate on the Trust Subordinate Companion Loan for such Distribution Date.


 


“Class WM-B
Certificate”: A Certificate designated as “Class WM-B” on the face thereof, in the form of Exhibit A-18
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions, which relates
solely to the Trust Subordinate Companion Loan.


 


“Class WM-B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage
Rate on the Trust Subordinate Companion Loan for such Distribution Date.


 


“Class X
Certificates”: The Class X-A, Class X-B, Class X-D and Class X-WM Certificates, as the context may require.


 


“Class X-A
Certificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-6
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates.


 






     -33-


     


    

 


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the
Pass-Through Rates on the Class A Certificates (other than the Class A-S Certificates) and the Class A-S Trust Component for
such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to the Distribution Date.
The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in
the Preliminary Statement hereto.


 


“Class X-B
Certificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-7
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-B
Notional Amount”: As of any date of determination, the Certificate Balance of the Class B Regular Interest.


 


“Class X-B
Pass-Through Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on
the Class B Regular Interest for such Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates for the
initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-D Certificate”:
A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-8 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-D Notional
Amount”: As of any date of determination, the Certificate Balance of the Class D Certificates.


 


“Class X-D Pass-Through
Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal the excess, if any of (a)
the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class D
Certificates. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate
set forth in the Preliminary Statement hereto.


 


“Class X-WM
Certificate”: A Certificate designated as “Class X-WM” on the face thereof, in the form of Exhibit A-19
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions, which relates
solely to the Trust Subordinate Companion Loan.


 


“Class X-WM
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class WM-A and
Class WM-B Certificates.


 


“Class X-WM
Pass-Through Rate”: The Pass-Through Rate for Class X-WM Certificates for any Distribution Date will equal the excess,
if any of (a) the Net Mortgage Rate of the Trust Subordinate Companion Loan for the related Distribution Date, over (b) the
weighted average of the Pass-Through Rates on the Class WM-A and Class WM-B Certificates


 






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for such Distribution Date, weighted
on the basis of their respective Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate applicable
to the Class X-WM Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


“Clearstream”:
Clearstream Banking, société anonyme or any successor thereto.


 


“Closing Date”:
September 30, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender Agreement”:
Each of the 10 Hudson Yards Co-Lender Agreement, the 540 West Madison Co-Lender Agreement, the U.S. Industrial Portfolio Co-Lender
Agreement, The Falls Co-Lender Agreement, the Hamilton Place Co-Lender Agreement, the Panorama Corporate Center Co-Lender Agreement,
the Veritas Multifamily Pool 1 Co-Lender Agreement, the Residence Inn and SpringHill Suites North Shore Co-Lender Agreement, the
Embassy Suites Portland Airport Co-Lender Agreement, the Veritas Multifamily Pool 2 Co-Lender Agreement, and any intercreditor
agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing
mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department
of the Treasury issued pursuant thereto.


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan or Trust Subordinate Companion Loan)
(x) the most recent appraised value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not
reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the
lender as of the date of such determination, any capital or additional collateral contributed by the related Borrower Party at
the time the Mortgage Loan or Trust Subordinate Companion Loan became (and as part of the modification related to) such AB Modified
Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided, that in the case of a Non-Serviced Mortgage
Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received
by the applicable Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately
preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Certificate
Administrator, the Operating Advisor and the Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s
calculation or determination of any Collateral Deficiency Amount.


 






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“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the
benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS3, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related
Co-Lender Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the
related Serviced Mortgage Loan to the extent set forth in the related Co-Lender Agreement, the subaccount described in the second
paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion
Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the
Trust or any Trust REMIC formed hereunder.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Whole Loan, the period commencing on the day
immediately succeeding the Due Date for such Mortgage Loan or Whole Loan occurring in the month preceding the month in which Distribution
Date occurs or the date that would have been the Due Date if such Mortgage Loan or Whole Loan had a Due Date in such preceding
month and ending on and including the Due Date for such Mortgage Loan or Whole Loan occurring in the month in which Distribution
Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection Period (or applicable Grace Period)
is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or any related Whole Loan relating to
such Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection
Period and not during any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Holders”:
Each of the holders of record of any Companion Loan.


 


“Companion Loan(s)”:
As defined in the Preliminary Statement.


 


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


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion
Loan or any related REO Property as to which any Serviced Companion Loan Securities exist (including, but not limited to, the replacement
of a Master Servicer or the applicable Special Servicer), 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 Serviced Companion Loan
Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other
acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the


 






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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 3.25 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 


“Companion Loan
Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation” in
this Agreement.


 


“Companion Paying
Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent
appointed pursuant to Section 3.27.


 


“Companion Register”:
The register maintained by the Companion Paying Agent pursuant to Section 3.28.


 


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), any related Serviced
Pari Passu Companion Loan and the Trust Subordinate Companion Loan, an amount as of any Distribution Date equal to the lesser of
(i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received
in respect of the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Pari Passu Companion Loan and
the Trust Subordinate Companion Loan (in each case other than a Specially Serviced Mortgage Loan if applicable Special Servicer
allowed a prepayment on such Mortgage Loan, Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan on a date other
than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) a portion of the Master
Servicer’s Servicing Fees for such Distribution Date calculated at a rate of 0.0025% per annum on each Mortgage Loan
(other than any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced under this Agreement, any related Serviced
Pari Passu Companion Loan, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period
with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is serviced
hereunder, any related Serviced Whole Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net
investment earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection
Period with respect to the Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and, so long as a Whole Loan is serviced
hereunder, any related Serviced Whole Loan), as applicable, subject to such prepayment. In no event will the rights of the Certificateholders
to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs
with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan as a result of the Master Servicer’s
allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage
Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under
the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Mortgage Loan, (X) pursuant to applicable law
or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in
accordance with the Servicing Standard, (Y) at the request or with the consent of the applicable Special Servicer or, so long as
no Control


 






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Termination Event has occurred and is continuing, and only with respect to the Mortgage Loans other than an Excluded
Loan, the Directing Holder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds, unless the Master
Servicer did not apply the proceeds thereof in accordance with the terms of the related Mortgage Loan documents and such failure
causes the shortfall), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the
Master Servicer shall pay, without regard to clause (1)(ii) above, the aggregate amount of Prepayment Interest Shortfalls
with respect to such Mortgage Loan, otherwise described in clause (1)(i) above in connection with such Prohibited Prepayments.


 


For the avoidance of
doubt, Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related Mortgage Loan
and related Serviced Pari Passu Companion Loan(s) and the related Subordinate Companion Loan(s), pro rata, in accordance
with their respective principal balances.


 


“Consultation
Termination Event”: At any date at which


 


(a) with respect to any
Mortgage Loan (other than the 540 West Madison Mortgage Loan) or Serviced Whole Loan (other than the 540 West Madison Whole Loan)
(i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal
to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal
Reduction Amounts, (ii) a Holder of the Class F Certificates is the majority Controlling Class Certificateholder and has irrevocably
waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not
been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l); provided, that
no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be in continuance
with respect to a successor Holder of Class F Certificates that has not irrevocably waived its right to exercise any of the rights
of the Controlling Class Certificateholder, or (iii) such Mortgage Loan or Whole Loan is an Excluded Loan; and


 


(b) with respect to the
540 West Madison Whole Loan, at any date which either (i) such Whole Loan is an Excluded Loan, or (ii)(A) each of a Non-Trust Subordinate
Companion Loan Control Termination Event and a Trust Subordinate Companion Loan Control Termination Event exists and (B)(1) no
Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of
the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts or (2)  a Holder of the Class F Certificates is the majority Controlling Class Certificateholder and has irrevocably
waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not
been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l); provided that
no Consultation Termination Event resulting solely from the operation of clause (2) will be deemed to have existed or be in continuance
with respect to a successor holder of Class F certificates that has not irrevocably waived its right to exercise any of the rights
of the Controlling Class Certificateholder;


 


provided that,
prior to the Servicing Shift Securitization Date, no Consultation Termination Event may occur with respect to the Loan-Specific
Directing Holder related to the Servicing


 






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Shift Whole Loan
and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific Directing Holder
related to such Servicing Shift Whole Loan; provided further, if at any time, the Certificate Balance of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates have
been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Consultation
Termination Event will be deemed to occur.


 


“Control Eligible
Certificates”: Any of the Class F and Class G Certificates.


 


“Control Termination
Event”: The occurrence of


 


(a) with respect to any
Mortgage Loan (other than the 540 West Madison Mortgage Loan) or Serviced Whole Loan (other than the 540 West Madison Whole Loan)
(i) the Certificate Balance of the Class F Certificates (taking into account the application of any Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being
reduced to less than 25% of the Original Certificate Balance of such Class, (ii) a Holder of the Class F Certificates becoming
the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights
of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder
pursuant to Section 3.23(l); provided that no Control Termination Event resulting solely from the operation
of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of Class F certificates that
has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) such Mortgage
Loan or Whole Loan becoming an Excluded Loan; and


 


(b) with respect to the
540 West Madison Whole Loan, at any date on which either (i) such Whole Loan is an Excluded Loan, or (ii)(A) each of a Non-Trust
Subordinate Companion Loan Control Termination Event and a Trust Subordinate Companion Loan Control Termination Event exists and
(B)(1) the Certificate Balance of the Class F Certificates (taking into account the application of any Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being
reduced to less than 25% of the Original Certificate Balance of such Class or (2) a Holder of the Class F Certificates becoming
the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights
of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder
pursuant to Section 3.23(l); provided that no Control Termination Event resulting solely from the operation
of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of Class F certificates that
has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder;


 


provided that,
prior to the Servicing Shift Securitization Date, no Control Termination Event may occur with respect to the Loan-Specific Directing
Holder related to the Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable to
the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided, further, if at any time, the Certificate
Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
have been reduced to zero as a


 






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result of the allocation of principal payments on the Mortgage Loans, then no Control Termination
Event will be deemed to occur.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any
Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such classes, have been reduced
to zero, the Controlling Class will be the most senior Class of Control Eligible Certificates that has a principal balance greater
than zero; provided, further that if at any time the Certificate Balance of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates have been reduced to zero as a result of
the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” will be the most subordinate
class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the application
of Appraisal Reduction Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate Balance of such Class.
The Controlling Class as of the Closing Date will be the Class G Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
either Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust)
that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class
and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor
or Special Servicers, as applicable. The Trustee, the Master Servicer, the Special Servicers and the Operating Advisor shall be
entitled to rely on any such list so provided.


 


“Controlling
Class Representative”: The initial Controlling Class Representative shall be RREF III Debt AIV, LP. Thereafter, the Controlling
Class Representative shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of
the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time);
provided, however, that (i) absent that selection, or (ii) until a Controlling Class Representative is
so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate
Balance, that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that represents
that it owns the largest aggregate Certificate Balance of the Controlling Class (with evidence of ownership) or a representative
thereof, will be the Controlling Class Representative; provided, however, that, in the case of this clause (iii),
in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no
Controlling Class Representative until appointed in accordance with the terms of this Agreement. After the occurrence and during
the continuance of a Control Termination Event, the Controlling Class Representative shall only retain its consultation rights
to the extent specifically provided for herein. After the occurrence and continuation of a Consultation Termination Event, there
will be no Controlling Class Representative. The Depositor shall promptly provide the name and


 






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contact information for the initial
Controlling Class Representative 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. In the event the Controlling Class Certificateholder has elected
to irrevocably waive its right to appoint a Controlling Class Representative or to exercise any of the rights of the Controlling
Class Certificateholder, there will be no Controlling Class Representative and no party will be entitled to exercise any of
the rights of the Controlling Class Representative until such time as a Controlling Class Certificateholder is reinstated
pursuant to Section 3.23(l) hereof and a new Controlling Class Representative is appointed in accordance with the terms
hereof. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Controlling
Class Representative has not changed until such parties receive written notice of a replacement of the Controlling Class Representative
from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Controlling Class
Representative.


 


“Controlling
Companion Loan”: With respect to any Servicing Shift Whole Loan, the related Companion Loan which, in accordance with
the Co-Lender Agreement, will be the “Controlling Note” or similarly defined term as identified in the related Co-Lender
Agreement. As of the Closing Date, The Falls Pari Passu Note A-1 shall be a Controlling Companion Loan related to the Trust.


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: GS 2016-GS3, provided that, for certificate
transfer purposes, it is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: GS 2016-GS3.


 


“Corrected Loan”:
Any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive Periodic Payments (for
such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable,
whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor),
and (provided that no additional default is foreseeable in the reasonable judgment of the applicable Special Servicer and
no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the applicable Special Servicer has returned to the Master Servicer
pursuant to Section 3.19(a).


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, each Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Holder.


 


“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


 






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time
to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Appraisal Reduction Amount Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Appraisal Reduction Amount Template” 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.


 


“CREFC®
Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the
form of and containing the information called for therein, or such other form for the presentation of such information as may be
approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially
in the form of and containing the information called for therein, or such other form for the presentation of such information as
may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


“CREFC®
Delinquent Mortgage Loan Status Report”: The monthly report in the “Delinquent Loan Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


“CREFC®
Financial File”: The data file in the “CREFC® Financial File” format substantially in the
form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“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.


 


“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.


 


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification/Forbearance and


 






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Corrected Mortgage Loan Report” format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved
from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (including any portion of
an REO Loan related to the Trust Subordinate Companion Loan, but excluding the portion of an REO Loan related to any other Serviced
Companion Loan) and the Trust Subordinate Companion Loan and for any Distribution Date, the amount accrued during the related Interest
Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such
Mortgage Loan or REO 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 interest
payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the
avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer
from the Lower-Tier REMIC or Grantor Trust, as applicable.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and Trust Subordinate Companion Loan,
a rate equal to 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.


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan
File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Mortgage Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial
Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan
Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, the CREFC® Total Loan
Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery
Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC®
Appraisal Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.
The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called
for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other


 






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form for the presentation of such information and containing such additional information or reports as may
from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally. For
the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the applicable
Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master
Servicer or the applicable Special Servicer, as the case may be, may conclusively rely (without independent verification), absent
manifest error, on information provided to it by the Mortgage Loan Seller or by the related Mortgagor or (x) in the case of
such a report produced by the Master Servicer, by the applicable Special Servicer (if other than the Master Servicer or an Affiliate
thereof) and (y) in the case of such a report produced by either Special Servicer, by the Master Servicer (if other than such
Special Servicer or an Affiliate thereof).


 


“CREFC®
License Agreement”: The License Agreement, in the form set forth on the website of CREFC®
on the Closing Date, relating to the use of the CREFC® trademarks and trade names.


 


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


“CREFC®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation 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.


 


“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.


 


“CREFC®
Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans and the Trust Subordinate
Companion Loan, or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally.


 


“CREFC®
Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the
form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 






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“CREFC®
NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form
of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Operating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format substantially
in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Property File”: The data file in the “CREFC® Property File” format substantially in the form
of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“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®
REO Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Liquidation 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.


 


“CREFC®
REO Status Report”: The monthly report in the “REO Status Report” format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“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”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced
Mortgage Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the
CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 






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“CREFC®
Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


“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 Master Servicer.


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates are (or are expected to
be) reduced to zero as a result of the allocation of Pooled Realized Losses to such Certificates.


 


“Crossed Mortgage
Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the
underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual
Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted
Mortgage Loans.


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other Mortgage Loans within such Crossed Mortgage Loan Group.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time
of repurchase or substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of the Mortgage
Loan Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage
Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon
an Appraisal obtained by the


 






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applicable Special Servicer at the expense of the Mortgage Loan Seller, (b) the weighted average
LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off
Date and (c) 75%, (iii) the Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate
Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying
Loan shall not cause an Adverse REMIC Event, (iv) the Mortgage Loan Seller causes the affected Crossed Underlying Loan to
become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase
or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying
Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for
the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination
Event has occurred and is continuing, the Directing Holder shall have consented to the repurchase or substitution of the affected
Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination for any Mortgage Loan or the Trust Subordinate Companion
Loan, the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral
Deficiency Amount then in effect. The Certificate Administrator and the Master Servicer shall be entitled to conclusively rely
on the applicable Special Servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount.


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, the Mortgage Loan Seller or an Affiliate of any of them. The Certificate Administrator
shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through its
Document Custody division.


 


“Cut-off Date”:
With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, the related Due Date of such Mortgage Loan and Trust
Subordinate Companion Loan in September 2016, or with respect to any Mortgage Loan that has its first Due Date in October 2016,
the date that would have otherwise been the related Due Date in September 2016.


 


“Cut-off Date
Principal Balance”: With respect to any Mortgage Loan and the Trust Subordinate Companion Loan, the outstanding principal
balance of such Mortgage Loan and the Trust Subordinate Companion Loan, as of the Cut-off Date, after application of all payments
of principal due on or before such date, whether or not received.


 


“DBRS”:
DBRS, Inc., and 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 reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Holder and the applicable Special Servicer and specific ratings of DBRS herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 






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“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement
for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during
such period to (ii) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period; provided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus as paying
interest only for a specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest,
the related Periodic Payment will be calculated (for purposes of this definition only) to include interest and principal (based
on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


“Default Interest”:
With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan or Companion Loan during
such Collection Period provided for in the related Mortgage Note or Mortgage as a result of a default (exclusive of late payment
charges) that is in excess of interest at the related Mortgage Rate accrued on the unpaid principal balance of such Mortgage Loan
or Companion Loan outstanding from time to time.


 


“Defaulted Mortgage
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic 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 Mortgage or Mortgage
Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the
Master Servicer or applicable Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan (other than the Trust
Subordinate Companion Loan) does not constitute a “Defaulted Mortgage Loan”.


 


“Defeasance
Accounts”: As defined in Section 3.18(j).


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, a Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it, any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney
or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party pursuant to the
delivery requirements under Article XI of this Agreement that does not conform to the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


 


“Deficient Valuation”:
With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage Loan or Serviced Whole Loan valuation
results from a proceeding initiated under the Bankruptcy Code.


 






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“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates
and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.


 


“Delinquent
Mortgage Loan”: A Mortgage Loan that is delinquent at least sixty days in respect of its Periodic Payments or Balloon
Payment, if any, in either case such delinquency to be determined without giving effect to any Grace Period.


 


“Denomination”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face
thereof, (b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate,
the interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of
the Depository or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or
initial Notional Amount, as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


 


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


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant
to the provisions of Section 17A of the Exchange Act.


 


“Depository
Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.


 


“Designated
Servicing Documents”: With respect to any Mortgage Loan or Serviced Whole Loan, collectively the following documents:


 


(1)           (A) a copy of the executed Mortgage Note for such Mortgage Loan (or, alternatively, if the original executed Mortgage
Note has been lost, a copy of a lost note affidavit and indemnity with a copy of such Mortgage Note), and (B) in the case
of a Serviced Whole Loan, a copy of the executed Mortgage Note for the related Companion Loan;


 


(2)           a copy of the related loan agreement, if any;


 


(3)           a copy of the Mortgage;


 


(4)           a copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or Serviced Whole Loan, if
any;


 


(5)           any pre-funding insurance review documentation and insurance certificates (for insurance policies other than title insurance
policy and environmental policy) or a marked up commitment therefor;


 






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(6)           a copy of any related title insurance policy or a marked up commitment therefor;


 


(7)           a copy of any environmental insurance policy or a marked up commitment therefor;


 


(8)           legal description of the related Mortgaged Property;


 


(9)           a copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate
from the loan agreement and the Mortgage);


 


(10)         a copy of the agreement governing post-closing obligations (if such item is a document separate from the loan agreement
and the Mortgage), if any;


 


(11)         a copy of the closing statement and/or sources and uses statement;


 


(12)         the Mortgage Loan Seller’s asset summary, if any (provided that the delivery of such item shall not result in any
liability to the Mortgage Loan Seller);


 


(13)         the
related Mortgagor tax ID;


 


(14)         a PIP Schedule (if such item is a document separate from the loan agreement and the Mortgage), if any;


 


(15)         a copy of an approved operating budget, if applicable;


 


(16)         a copy of the related Ground Lease relating to such Mortgage Loan, if any; and


 


(17)         in the case of a Serviced Whole Loan, a copy of the related Co-Lender Agreement.


 


“Determination
Date”: With respect to any Distribution Date, the sixth (6th) day of each month (or, if the sixth (6th) calendar
day of that month is not a Business Day, then the next Business Day).


 


“Diligence File”:
With respect to each Mortgage Loan, collectively the following documents in electronic format:


 


(a)           A copy of each of the following documents:


                                


 (i)         (A)
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the
Mortgage Loan Seller) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and
indemnity from the Mortgage Loan Seller or another prior holder with a copy of


 






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such Mortgage Note), and (B) if such Mortgage
Loan is part of a Serviced Whole Loan, the executed Mortgage Note for each related Serviced Companion Loan;


                                


(ii)        the
Mortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned
from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s
office (if in the possession of the Mortgage Loan Seller);


 


(iii)       any
related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments
thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the Mortgage Loan
Seller);


 


(iv)       final
written modification agreements in those instances where the terms or provisions of the Mortgage Note for such Mortgage Loan (or,
if applicable, any Mortgage Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case
(unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated
thereon if the instrument being modified is a recordable document;


 


(v)        the
policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced
Whole Loan, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be
a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the title insurer
or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title
insurer) to issue such title insurance policy;


 


(vi)       the
Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor
estoppel;


 


(vii)      the
related loan agreement, if any;


 


(viii)     the
guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;


 


(ix)        the
lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan, if any;


 


(x)         the
environmental indemnity from the related Mortgagor, if any;


 






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(xi)      
the related escrow agreement and the related security agreement (in each case, if such item is a document separate from
the Mortgage) and, if applicable, any intervening assignments thereof;


 


(xii)     
any filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator
of such Mortgage Loan (or the related Serviced Whole Loan, if applicable) or in favor of any assignee prior to the Trustee and
UCC-3 assignment financing statements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of such
assignment submitted or to be submitted for filing), if in the possession of the Mortgage Loan Seller;


 


(xiii)    
 in the case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan,
the related intercreditor agreement;


 


(xiv)    
any related environmental insurance policy;


 


(xv)     
any letter of credit relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof;


 


(xvi)    
any related franchise agreement, property management agreement or hotel management agreement and related comfort letters
(together with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee 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 for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of
such replacement comfort letter) and/or estoppel letters relating to such Mortgage Loan or the related Serviced Whole Loan and
any related assignment thereof; and


 


(xvii)   
in the case of a Mortgage Loan that is part of a Whole Loan, the related Co-Lender Agreement;


 


(b)          a copy of any engineering reports or property condition reports;


 


(c)          other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property),
copies of a rent roll;


 


(d)          for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the Mortgage Loan Seller;


 


(e)          a copy of all legal opinions (excluding attorney-client communications between the Mortgage Loan Seller, and its counsel
that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the
closing of the related Mortgage Loan;


 






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(f)            a copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance
policies (to the extent not previously included as part of this definition), if any, delivered in connection with the closing of
the related Mortgage Loan;


 


(g)           a copy of the appraisal for the related Mortgaged Property or Mortgaged Properties;


 


(h)           for any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties is leased to a single tenant, a copy of
the lease;


 


(i)            a copy of the Mortgage Loan Seller’s asset summary;


 


(j)            a copy of all surveys for the related Mortgaged Property or Mortgaged Properties;


 


(k)           a copy of all zoning reports;


 


(l)            a copy of financial statements of the related Mortgagor;


 


(m)          a copy of operating statements for the related Mortgaged Property or Mortgaged Properties;


 


(n)           a copy of all UCC searches;


 


(o)           a copy of all litigation searches;


 


(p)           a copy of all bankruptcy searches;


 


(q)           a copy of any origination settlement statement;


 


(r)            a copy of the insurance summary report;


 


(s)           a copy of the organizational documents of the related Mortgagor and any guarantor;


 


(t)    
       a copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not
included in the origination settlement statement;


 


(u)           the original or a copy of all related environmental reports that were received by the Mortgage Loan Seller;


 


(v)  
       unless already included as part of the environmental reports, a copy of any closure letter (environmental); and


 


(w)
        unless already included as part of the environmental reports, a copy of any environmental remediation agreement for
the related Mortgaged Property or Mortgaged Properties,


 






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in each case, to the
extent that the Mortgage Loan Seller received such documents or information in connection with the origination of such Mortgage
Loan. In the event any of the items identified above were not received in connection with the origination of such Mortgage Loan
(other than documents that would not be included in connection with the origination of the Mortgage Loan because such document
is inapplicable to the origination of a Mortgage Loan of that structure or type, taking into account whether or not such Mortgage
Loan has any additional debt), the Diligence File shall include a statement to that effect. No information that is proprietary
to the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence
analysis shall constitute part of the Diligence File. It is not required to include any of the same items identified above again
if such items have already been included under another clause of the definition of Diligence File, and the Diligence File shall
include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents
or information as part of the Diligence File that the Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled
and identified.


 


“Directing Holder”:  means:


 


(a)           with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any Servicing Shift Mortgage Loan or the
540 West Madison Mortgage Loan) or Serviced Whole Loan (other than the 540 West Madison Whole Loan), the Controlling Class Representative;


 


(b)           with respect to a Servicing Shift Mortgage Loan, the related Loan-Specific Directing Holder; and


 


(c)           with respect to the 540 West Madison Whole Loan, (i) for so long as no Trust Subordinate Companion Loan Control Termination
Event exists, the related Loan-Specific Directing Holder and (ii) for so long as a Trust Subordinate Companion Loan Control Termination
Event exists, the Controlling Class Representative.


 


For the avoidance of
doubt, notwithstanding anything to the contrary contained in this Agreement, a Control Termination Event or a Consultation Termination
Event shall not affect the rights of a non-Directing Holder. Whenever the term “Directing Holder” is used in this Agreement
without further clarification, the parties hereto intend for such reference to mean the applicable Directing Holder under the circumstances.


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged 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 such REO Property,
the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted
by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO Property, other than through
an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated
solely because the Trustee (or the


 






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applicable Special Servicer on behalf of the Trustee) 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 such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan
or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Mortgage Loan), any compensation
and other remuneration (including, without limitation, in the form of commissions, brokerage fees, and rebates) received or retained
by the applicable Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust,
any Mortgagor, any property manager, any guarantor or indemnitor in respect of the related Mortgage Loan or Serviced Whole Loan
and any purchaser of the related Mortgage Loan, Serviced Whole Loan or REO Property) in connection with the disposition, workout
or foreclosure of the related Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of the related
REO Property, and the performance by the applicable Special Servicer or any such Affiliate of any other special servicing duties
under this Agreement, other than (1) any compensation which is payable to the applicable Special Servicer under this Agreement
or (2) to the extent included in a CREFC® Report for the applicable period, any Permitted Special Servicer/Affiliate Fees.


 


“Disclosure
Parties”: As defined in Section 3.13(f).


 


“Dispute Resolution
Consultation”: As defined in Section 2.03(j)(iii).


 


“Dispute Resolution
Cut-off Date”: As defined in Section 2.03(j)(i).


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a
Non-U.S. Tax 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 Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax Person
that has delivered to both the transferor and the Certificate Administrator an opinion 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.


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization which is exempt from the 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),
(iv) rural electric and telephone cooperatives described in


 






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Section 1381(a)(2)(C) of the Code, (v) an “electing
large partnership,” as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee
or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at
no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any
Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall have
the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Class PEZ Distribution Account, the Trust Subordinate
Companion Loan REMIC Distribution Account and the Lower-Tier REMIC Distribution Account (and in each case any subaccount thereof),
all of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in October 2016. The initial
Distribution Date shall be October 13, 2016.


 


“Distribution
Date Statement”: As defined in Section 4.02(a).


 


“Document Defect”:
As defined in Section 2.03(b) of this Agreement.


 


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicers,
the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties
identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under
Article XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation
AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties
appear on the Do Not Hire List.


 


“DTC”:
The Depository Trust Company, a New York corporation.


 


“Due Date”:
With respect to (i) any Mortgage Loan or Whole Loan, as applicable, on or prior to its Maturity Date, the day of the month
set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due, (ii) any Mortgage
Loan or Whole Loan, as applicable, after the Maturity Date therefor, the day of the month set forth in the related Mortgage Note
on which each Periodic Payment on such Mortgage Loan or Whole Loan, as applicable, had been scheduled to be first due, and (iii) any REO Loan, the day of the month set forth in the
related Mortgage Note on which each Periodic Payment on the related Mortgage Loan or Whole Loan, as applicable, had been scheduled
to be first due.


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: Any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 






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“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of which
are rated at least “Aa3” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “P-1” from Moody’s, if
the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured debt obligations of which
are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more, and
the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits
are to be held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations of which are rated
at least “A” by S&P, if the deposits are to be held in such account for thirty (30) days or more, and the short-term
debt obligations of which are rated at least “A-1” by S&P, if the deposits are to be held in such account for less
than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo
Bank, National Association’s long-term unsecured debt rating shall be at least “A” from S&P, “A2”
from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “A-1”
from S&P, “P-1” from Moody’s and “F2” from Fitch (if the deposits are to be held in the account
for thirty (30) days or less); (iii) an account or accounts maintained with PNC Bank, National Association so long as PNC Bank,
National Association’s long term unsecured debt or deposit account rating shall be at least “A” from S&P,
“A2” from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than
thirty (30) days) or PNC Bank, National Association’s short-term deposit account or short-term unsecured debt rating shall
be at least “BBB” from S&P, “P-1” from Moody’s and “F1” from Fitch (if the deposits
are to be held in the account for thirty (30) days or less); (iv) such other account or accounts that, but for the failure to satisfy
one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (iii) above, with
respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth
in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or with the
Certificate Administrator, the Trustee, the Master Servicer or either Special Servicer; (v) any other account or accounts not listed
in clauses (i) – (iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating
Agency and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or either Special Servicer; or (vi) a segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured
debt rating of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty
(30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held
in the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R.


 






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§ 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of DBRS, Fitch, KBRA, Moody’s, Morningstar Credit Ratings, LLC or S&P and that
has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS, Fitch,
KBRA, Moody’s, Morningstar Credit Ratings, LLC or S&P has qualified, downgraded or withdrawn its rating or ratings of,
one or more classes of certificates for such transaction citing servicing or other relevant concerns with such special servicer,
operating advisor or asset representations reviewer as the sole or material factor in such rating action, (b) can and will make
the representations and warranties set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Mortgage
Loan Seller, Master Servicer, either Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Controlling
Class Representative, the Directing Holder or any of their respective Affiliates, (d) has not performed (and is not affiliated
with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect
to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of the Mortgage Loan Seller, any
Underwriter, any party to this Agreement, the Controlling Class Representative or the Directing Holder or any of their respective
Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services,
and (e) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates,
any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in
the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations Reviewer
(or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special
servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or
ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating
advisor as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties of
the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is not affiliated with)
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicers, a Mortgage Loan Seller,
the Controlling Class Representative, the Directing Holder, a depositor, a trustee, a certificate administrator, a master servicer
or special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates; (d) that has
not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect
of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become
a special servicer under this Agreement; and (e) that (x) has been regularly engaged in the business of analyzing and advising
clients in commercial mortgage-backed securities matters and have at least five (5) years of experience in collateral analysis
and loss projections and (y) has at least five (5) years of experience in commercial real estate asset management and experience
in the workout and management of distressed commercial real estate assets.


 






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“Embassy Suites
Portland Airport Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of September 1, 2016, by and between
the holder of the Embassy Suites Portland Airport Pari Passu Companion Loan and the holder of the Embassy Suites Portland Airport
Mortgage Loan, relating to the relative rights of such holders of the Embassy Suites Portland Airport Whole Loan, as the same may
be further amended in accordance with the terms thereof.


 


“Embassy Suites
Portland Airport Mortgage Loan”: With respect to the Embassy Suites Portland Airport Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 15 on the Mortgage Loan Schedule), which is designated as promissory
note A-1, and is pari passu in right of payment with the Embassy Suites Portland Airport Pari Passu Companion Loan to the
extent set forth in the related Co-Lender Agreement.


 


“Embassy Suites
Portland Airport Mortgaged Property”: The Mortgaged Property which secures the Embassy Suites Portland Airport Whole
Loan.


 


“Embassy Suites
Portland Airport Pari Passu Companion Loan”: With respect to the Embassy Suites Portland Airport Whole Loan, the Companion
Loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the Embassy Suites Portland
Airport Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Embassy
Suites Portland Airport Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Embassy
Suites Portland Airport Co-Lender Agreement.


 


“Embassy Suites
Portland Airport Whole Loan”: The Embassy Suites Portland Airport Mortgage Loan, together with the Embassy Suites Portland
Airport Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Embassy Suites Portland Airport Mortgaged
Property. References herein to the Embassy Suites Portland Airport Whole Loan shall be construed to refer to the aggregate indebtedness
under the Embassy Suites Portland Airport Mortgage Loan and the Embassy Suites Portland Airport Pari Passu Companion Loan.


 


“Enforcing Party”:
The Person obligated to or that elects pursuant to the terms of this Agreement to enforce the rights of the issuing entity against
the Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing Servicer”:
(a) With respect to a Specially Serviced Mortgage Loan, the applicable Special Servicer, and (b) with respect to a Non-Specially
Serviced Mortgage Loan, (i) in the case of a Repurchase Request made by the applicable Special Servicer, the Controlling Class
Representative or a Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made
by any Person other than the applicable Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder,
(A) prior to a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the Master Servicer, and (B) from and
after a Resolution Failure relating to such Non-Specially Serviced Mortgage Loan, the applicable Special Servicer.


 






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“Environmental
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, any agreement between the
Mortgagor (or a guarantor thereof) and the originator of such Mortgage Loan or Trust Subordinate Companion Loan relating to the
Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems relating to the related Mortgaged
Property.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of Prohibited Transaction
Exemption 2013-08 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by
a Plan. As of the Closing Date, each of the Class E, Class F and Class G Certificates is an ERISA Restricted Certificate.


 


“Escrow Payment”:
Any payment received by the Master Servicer or the applicable Special Servicer for the account of any Mortgagor for application
toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve account.


 


“Euroclear”:
The Euroclear System or any successor thereto.


 


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the applicable Special Servicer, any Corrected Loan and any
particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a
Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with
respect to the related Mortgage Loan (including the related Serviced Companion Loan or Subordinate Companion Loan, if applicable,
unless prohibited under the related Co-Lender Agreement) and received and retained by the Master Servicer or such Special Servicer,
as applicable, as compensation within the prior (18) months of such modification, waiver, extension or amendment, but only to the
extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment
of any of the terms of such Mortgage Loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed Advances and additional
expenses (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by or on behalf of
the Mortgagor (including indirect reimbursement from Penalty Charges or otherwise) with respect to such Mortgage Loan (or Serviced
Whole Loan, if applicable), but excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed
Reimbursements) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan (or Serviced
Whole Loan, if applicable) and reimbursed from such Modification Fees (which additional expenses


 






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will be reimbursed from such Modification
Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses
have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification
Fees earned by the applicable Special Servicer will be required to offset any future Workout Fees or Liquidation Fees payable with
respect to the related Mortgage Loan (or Whole Loan) or REO Property; provided that if the related Mortgage Loan (or Serviced Whole
Loan) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the applicable
Special Servicer prior to such Mortgage Loan (or Serviced Whole Loan) ceasing to be a Corrected Loan will no longer be offset against
future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Serviced Whole Loan) ceased to be a Corrected Loan within
18 months of it becoming a modified Mortgage Loan (or Serviced Whole Loan). If such Mortgage Loan (or Serviced Whole Loan) ceases
to be a Corrected Loan, the applicable Special Servicer will be entitled to a Liquidation Fee or Workout Fee (to the extent not
previously offset) with respect to the new modification, waiver, extension or amendment or future liquidation of the Specially
Serviced Mortgage Loan or related REO Property (including in connection with a repurchase, sale, refinance, discounted or final
payoff or other liquidation); provided that any Excess Modification Fees earned and paid to the applicable Special Servicer in
connection with such subsequent modification, waiver, extension or amendment will be applied to offset such Liquidation Fee or
Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master
Servicer or the applicable Special Servicer (after taking into account any offset described above applied during such prior 12-month
period) with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable) will be subject to a cap equal to the greater
of (i) 1% of the outstanding principal balance of such Mortgage Loan (or Serviced Whole Loan, if applicable) after giving effect
to such transaction, and (ii) $25,000.


 


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, (i) with respect to the Mortgage Loans, the aggregate of
any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Pooled
Available Funds for such Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment for
such Distribution Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the
extent received from the related Non-Serviced Master Servicer, and (ii) with respect to the Trust Subordinate Companion Loan, the
aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Trust Subordinate Companion
Loan to be included in the 540 West Madison Available Funds for such Distribution Date that are not covered by the Master Servicer’s
Compensation Interest Payment for such Distribution Date.


 


“Exchange Act”:
The Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the Commission thereunder.


 


“Exchange Date”:
As defined in Section 5.09(b).


 


“Exchangeable
Certificate”: Any of the Class A-S, Class B, Class C or Class PEZ Certificates.


 






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“Exchangeable
Proportion”: Following the Closing Date, the aggregate Class A-S, Class B and Class C Certificates that collectively
evidence a uniform Tranche Percentage Interest in each Class PEZ Component.


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or Excluded Loan, the Controlling Class Representative,
any Controlling Class Certificateholder, the 540 West Madison Controlling Class Representative or any 540 West Madison Controlling
Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan and/or Excluded
Loan. Immediately upon obtaining actual knowledge of the Controlling Class Representative, any Controlling Class Certificateholder,
the 540 West Madison Controlling Class Representative or any 540 West Madison Controlling Class Certificateholder ,becoming an
“Excluded Controlling Class Holder”, such Controlling Class Representative, Controlling Class Certificateholder, 540
West Madison Controlling Class Representative or 540 West Madison Controlling Class Certificateholder, as applicable, shall provide
notice in the form of Exhibit P-1E hereto to the Master Servicer, the applicable Special Servicer, the Operating Advisor,
the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05
of this Agreement and shall specifically identify the Excluded Controlling Class Holder and identifying the related Mortgage Loan,
specifying whether it is (A) an Excluded Controlling Class Loan or (B) both an Excluded Loan and an Excluded Controlling Class
Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class
Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. As of the
Closing Date, there are no Excluded Controlling Class Holders related to the Trust.


 


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling
Class Representative or any Controlling Class Certificateholder (or, with respect to the 540 West Madison Whole Loan prior to the
continuation of a Trust Subordinate Companion Loan Control Termination Event, the 540 West Madison Controlling Class Representative
or any 540 West Madison Controlling Class Certificateholder) is a Borrower Party. As of the Closing Date, there are no Excluded
Controlling Class Loans related to the Trust.


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or
the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof),
any Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value
determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Master Servicer or the applicable Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the applicable Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information
with respect to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level.
For the avoidance of doubt, any file or


 






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report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) shall not
be considered “Excluded Information”. Each of the Master Servicer, the Special Servicers or the Operating Advisor shall
deliver any Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator
in accordance with Section 3.30(a) hereof. For the avoidance of doubt, the Certificate Administrator’s obligation
to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.30(a) hereof.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Controlling Class Representative or the Holder of the
majority of the Controlling Class (by Certificate Balance ) (or, with respect to the 540 West Madison Whole Loan prior to the continuation
of a Trust Subordinate Companion Loan Control Termination Event, the 540 West Madison Controlling Class Representative or the holder
of the majority of the 540 West Madison Controlling Class Certificates (by Certificate Balance))) is a Borrower Party. For the
avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class Loan. As of the Closing Date, there are no Excluded
Loans related to the Trust.


 


“Excluded Special
Servicer”: With respect any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower Party
and satisfies all of the eligibility requirements applicable to the applicable Special Servicer set forth in Section 7.01(g).
As of the Closing Date, there are no Excluded Special Servicers related to the Trust.


 


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded
Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded
Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d)
and Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded
Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other
information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master
Servicer or the Operating Advisor, as applicable, other than such information with respect to such Excluded Special Servicer Loan(s)
that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special
Servicer Loan File relating to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


“Excluded Special
Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the
applicable Special Servicer has obtained knowledge that it is a Borrower Party. As of the Closing Date, there are no Excluded Special
Servicer Loans related to the Trust.


 


“Extended Cure
Period”: As defined in Section 2.03(b).


 






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“Fannie Mae”:
Federal National Mortgage Association or any successor thereto.


 


“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.


 


“Final Asset
Status Report”: With respect to any Specially Serviced Mortgage Loan, each related Asset Status Report that is in the
process of being implemented by the applicable Special Servicer in accordance with the terms of this Agreement (as determined by
the applicable Special Servicer), together with such other data or supporting information provided by the applicable Special Servicer
to the Directing Holder which does not include any communication (other than the related Asset Status Report) between the applicable
Special Servicer and Directing Holder with respect to such Specially Serviced Mortgage Loan; provided that, with respect
to any Mortgage Loan other than an Excluded Loan, so long as a Control Termination Event has not occurred and is not continuing,
no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Holder 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 and
consent pursuant to Section 3.19, or has been deemed to have approved or consented to such action or the Asset Status
Report is otherwise in the process of being implemented by the applicable Special Servicer in accordance with this Agreement. With
respect to the determination of whether an Asset Status Report is a Final Asset Status Report, the Operating Advisor is entitled
to rely solely on the determination of the applicable Special Servicer, and prior to the occurrence and continuation of a Control
Termination Event, the Operating Advisor shall have no obligation to review any Final Asset Status Report until the applicable
Special Servicer has made the determination that the Asset Status Report is the Final Asset Status Report.


 


“Final Dispute
Resolution Election Notice”: As defined in Section 2.03(j)(iii).


 


“Final Recovery
Determination”: A reasonable determination by the applicable Special Servicer, in consultation with the Directing Holder
if related to a Mortgage Loan other than an Excluded Loan or a Trust Subordinate Companion Loan and made prior to the occurrence
of a Consultation Termination Event, with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan)
or Corrected Loan, REO Property or Trust Subordinate Companion Loan (other than a Mortgage Loan or REO Property, as the case may
be, that was purchased by (i) the Mortgage Loan Seller pursuant to Section 6 of the Mortgage Loan Purchase Agreement, (ii) the
applicable Special Servicer or other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender
pursuant to Section 3.16 or (iii) the Master Servicer, the applicable Special Servicer, the Holders of the Controlling
Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance
and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the applicable Special Servicer’s
judgment, which judgment was exercised without regard to any obligation of such Special Servicer to make payments from its own
funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage Loans other than the
Excluded Loans, prior to the occurrence and continuance of any Control Termination Event, the Directing Holder shall have ten (10)
Business Days to review and approve each such recovery determination by the applicable Special Servicer; provided, however,
that if the Directing Holder fails to approve or disapprove any recovery determination


 






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within ten (10) Business Days of receipt
of the initial recovery determination, such consent shall be deemed given.


 


“Fitch”:
Fitch Ratings, 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 reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Holder and each Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.


 


“Form 8-K Disclosure
Information”: As defined in Section 11.07.


 


“Form 15 Suspension
Notification”: As defined in Section 11.08.


 


“Freddie Mac”:
Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and the Trust Subordinate Companion
Loan, the excess of (i) Liquidation Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation
Proceeds payable to the related Mortgage Loan or Trust Subordinate Companion Loan pursuant to the related Co-Lender Agreement)
over (ii) the Purchase Price for such Mortgage Loan or Trust Subordinate Companion Loan on the date on which Liquidation Proceeds
were received.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“General Special
Servicer”: Rialto Capital Advisors LLC, a Delaware limited liability company, or its successor in interest, or any successor
special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context
may require).


 


“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan and/or before the imposition
of late payment charges and/or default interest.


 






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“Grantor Trust”:
A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part I of subchapter J
of the Code, consisting of the assets described in the Preliminary Statement hereto.


 


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property and any estoppels
or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.


 


“GSMS 2016-GS2
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of May 1, 2016, among GS Mortgage Securities
Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Torchlight
Loan Services, LLC, as general special servicer, Rialto Capital Advisors, LLC, as Veritas Multifamily Pool 2 special servicer,
Wells Fargo Bank, National Association, as certificate administrator, Wells Fargo Bank, National Association, as trustee, and Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified
relating to the issuance of the GS Mortgage Securities Trust 2016-GS2, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2.


 


“GS Mortgage
Securities Corporation Trust 2016-RENT Trust and Servicing Agreement”: The trust and servicing agreement, dated as of
March 18, 2016, among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master
servicer, special servicer and as certificate administrator, and Wilmington Trust, National Association, as trustee, as from time
to time amended, supplemented or modified relating to the issuance of the GS Mortgage Securities Corporation Trust 2016-RENT, Commercial
Mortgage Pass-Through Certificates, Series 2016-RENT.


 


“Hamilton Place
Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of September 1, 2016, by and between the holder of the
Hamilton Place Pari Passu Companion Loan and the holder of the Hamilton Place Mortgage Loan, relating to the relative rights of
such holders of the Hamilton Place Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Hamilton Place
Mortgage Loan”: With respect to the Hamilton Place Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu
in right of payment with the Hamilton Place Pari Passu Companion Loan to the extent set forth in the related Co-Lender Agreement.


 


“Hamilton Place
Mortgaged Property”: The Mortgaged Property which secures the Hamilton Place Whole Loan.


 


“Hamilton Place
Pari Passu Companion Loan”: With respect to the Hamilton Place Whole Loan, the Companion Loan evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the Hamilton Place Mortgaged Property, which is not
included in the Trust and which is pari passu in right of payment to the Hamilton Place Mortgage Loan to the extent set
forth in the related Mortgage Loan documents and as provided in the Hamilton Place Co-Lender Agreement.


 






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“Hamilton Place
Whole Loan”: The Hamilton Place Mortgage Loan, together with the Hamilton Place Pari Passu Companion Loan, each of which
is secured by the same Mortgage on the Hamilton Place Mortgaged Property. References herein to the Hamilton Place Whole Loan shall
be construed to refer to the aggregate indebtedness under the Hamilton Place Mortgage Loan and the Hamilton Place Pari Passu Companion
Loan.


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified
pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically including,
without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products,
urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 


“HY 2016-10HY
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of August 6, 2016, among Deutsche Mortgage
& Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer and as certificate
administrator, AEGON USA Realty Advisors, LLC, as special servicer, and Wilmington Trust, National Association, as trustee, as
from time to time amended, supplemented or modified relating to the issuance of the Hudson Yards 2016-10HY, Commercial Mortgage
Pass-Through Certificates, Series 2016-10HY.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b)
of the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who
(i) is in fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each
Special Servicer, the Directing Holder, the Controlling Class Representative, the Companion Holders (insofar as the relevant
matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the
Asset Representations Reviewer and all Affiliates thereof, (ii) does not have any material direct financial interest in
or any material indirect financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer, each Special Servicer, the Directing Holder, the Controlling Class Representative, the Companion Holders (insofar
as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the
Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the
Trustee, the Certificate Administrator, the Depositor, the Master Servicer, each Special Servicer, the Directing Holder, the
Controlling Class Representative, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicers, the Directing Holder, the Controlling Class
Representative, the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or
less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer,
either Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Holder, the
Controlling Class Representative, the Companion Holders or any Affiliate





 






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thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of
such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates
shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder, the Loan-Specific Directing
Holder or the Trust, delivered to the Trustee, any Companion Holder, the Loan-Specific Directing Holder, the Certificate Administrator
and the Master Servicer), so long as the Trust does not receive or derive any income from such Person and provided that
the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)
(except that the Master Servicer or the Special Servicers shall not be considered to be an Independent Contractor under the definition
in this clause (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator
to that effect) or (ii) any other Person (including the Master Servicer or a Special Servicer) upon receipt by the Trustee,
the Certificate Administrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense
to the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the
taking of any action in respect of any REO 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 such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property
to fail to qualify as Rents from Real Property.


 


“Initial Cure
Period”: As defined in Section 2.03(b).


 


“Initial Purchasers”:
Goldman, Sachs & Co., Drexel Hamilton, LLC, Academy Securities, Inc. and Citigroup Global Markets Inc.


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Repurchase Request as described in
Section 2.03(i) with respect to a Mortgage Loan or the Trust Subordinate Companion Loan. For the avoidance of doubt,
there may not be more than one Initial Requesting Certificateholder with respect to any Mortgage Loan or the Trust Subordinate
Companion Loan.


 


“Initial Sub-Servicer”:
With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date,
the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is
an Initial Sub-Servicer.


 


“Initial Sub-Servicing
Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.


 






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“Inquiry”
and “Inquiries”: As each is defined in Section 4.07(a).


 


“Institutional
Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs
(1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come within
such paragraphs.


 


“Insurance and
Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and (i) in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received
by the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Co-Lender Agreement and (ii) in the case of the 540 West Madison Whole Loan, to the extent any portion of such proceeds
are received by the Master Servicer or Certificate Administrator in connection with such 540 West Madison Whole Loan and are allocable
to the related Mortgage Loan and Trust Subordinate Companion Loan, as applicable, pursuant to the related Co-Lender Agreement)
and the REMIC Provisions.


 


“Insurance Policy”:
With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of Regular Certificates, any Class PEZ Regular Interest
and any Class PEZ Components is equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for
such Class of Certificates, Class PEZ Regular Interests or Class PEZ Components on the Certificate Balance or Notional Amount,
as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period
will be made on 30/360 basis.


 


“Interest Accrual
Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


“Interest Deposit
Amount”: With respect to each of the 540 West Madison Mortgage Loan, Middletown Commons Mortgage Loan, Strong Station
Mortgage Loan, Crossings of Hoover Mortgage Loan, Vestavia Commons Mortgage Loan and the Trust Subordinate Companion Loan, each
with an initial Due Date in November 2016, an amount equal to 30 days of interest at the related Net Mortgage Rate and with respect
to the Shoppes at Rio Grande Mortgage Loan, with an initial Due Date in October 2016, an amount equal to 1 day of interest at the
related Net Mortgage Rate, on the related Stated Principal Balance of such Mortgage Loans and Trust Subordinate Companion Loan
as of the Cut-off Date. Such amount shall be equal to $162,680.24 with respect to the Trust Subordinate Companion Loan and an amount
equal to $465,214.28, in the aggregate, for the remaining Mortgage Loans. 


 


“Interest Distribution
Amount”: With respect to any Class of Regular Certificates, any Class PEZ Regular Interests and any Class PEZ Components
for any


 






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Distribution Date, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class
of Certificates, Class PEZ Regular Interests or Class PEZ Components for such Distribution Date and (ii) the Interest Shortfall,
if any, with respect to such Class of Certificates, Class PEZ Regular Interests or Class PEZ Components for such Distribution Date,
less (B) any Excess Prepayment Interest Shortfall allocated to such Class of Certificates, Class PEZ Regular Interests or
Class PEZ Components on such Distribution Date.


 


For purposes of clause (B)
above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Regular
Certificates, any Class PEZ Regular Interests or Class PEZ Components in an amount equal to the product of (i) the amount
of such Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest Accrual Amount for
such Class of Regular Certificates, Class PEZ Regular Interests or Class PEZ Components for such Distribution Date and the denominator
of which is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates, Class PEZ Regular Interests and Class
PEZ Components for such Distribution Date.


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, Interest Reserve
Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible
Account or subaccount of an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, any Class PEZ Regular Interests and any Class PEZ
Components is the sum of (a) the portion of the Interest Distribution Amount for such Class of Regular Certificates, Class
PEZ Regular Interests or Class PEZ Components remaining unpaid as of the close of business on the preceding Distribution Date,
and (b) to the extent permitted by applicable law, (i) other than in the case of Class X Certificates, one month’s
interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Regular Certificates, Class PEZ Regular
Interests or Class PEZ Components for the current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s
interest on that amount remaining unpaid at the Weighted Average Net Mortgage Rate (or, in the case of the Class X-WM Certificates
the Net Mortgage Rate for the Trust Subordinate Companion Loan) for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, any Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Holder, any sponsor, any
Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged by the
applicable Special Servicer, or any known affiliate of any of the preceding entities. With respect to a Whole Loan if it is a Defaulted
Mortgage Loan, the Depositor, the Master Servicer, the applicable Special Servicer (or any Independent Contractor engaged by such
Special Servicer), or the Trustee for the securitization of a Companion Loan, and each related Companion Holder or its representative,
any holder of a related mezzanine loan, or any known affiliate of any such party described above.


 






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“Intralinks
Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor and Mortgage
Loan Sellers to accept and upload the Diligence Files.


 


“Investment
Account”: As defined in Section 3.06(a).


 


“Investment
Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Holder (to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective
purchaser of a Certificate or a Companion Holder (or any investment advisor or manager of the foregoing), (ii) that either
(a) such Person is not a Borrower Party, in which case such Person shall have access to all the reports and information made available
to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party
in which case (1) if such Person is the Directing Holder, a Controlling Class Certificateholder or a 540 West Madison Controlling
Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if
such Person is not the Directing Holder, a Controlling Class Certificateholder or a 540 West Madison Controlling Class Certificateholder,
such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) 
such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential
and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall
be permitted to obtain upon request in accordance with Section 4.02(f) of this Agreement any Excluded Information relating
to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website) from the Master Servicer and (ii) shall be considered a Privileged Person for all other purposes, except with respect
to its ability to obtain information with respect to any related Excluded Controlling Class Loan.


 


“Investor Q&A
Forum”: As defined in Section 4.07(a).


 


“Investor Registry”:
As defined in Section 4.07(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 reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Holder and each Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.


 






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“Late Collections”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination
Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without
regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination
Date and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property
prior to the related Determination Date, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration of amounts due under the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default), on a Due Date prior to the immediately preceding
Determination Date and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.
With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to
the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Co-Lender Agreement. With respect to the 540 West Madison Whole Loan, as used in this Agreement, Late Collections shall refer to
such portion of Late Collections to the extent allocable to the related Mortgage Loan or Trust Subordinate Companion Loan, as applicable,
pursuant to the terms of the related Co-Lender Agreement.


 


“Liquidation
Event”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan or with respect to any REO Property (and
the related REO Loan), any of the following events: (i) such Mortgage Loan or Trust Subordinate Companion Loan is paid in
full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or Trust Subordinate Companion Loan;
(iii) such Mortgage Loan is repurchased by the Mortgage Loan Seller pursuant to Section 6 of the Mortgage Loan Purchase
Agreement; (iv) such Mortgage Loan or Trust Subordinate Companion Loan is purchased by either Special Servicer, or by any
Companion Holder, the Loan-Specific Directing Holder or any mezzanine lender (as applicable) pursuant to Section 3.16
(and the related Co-Lender Agreement, as applicable); (v) such Mortgage Loan or Trust Subordinate Companion Loan is purchased
by either Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class
R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates
pursuant to Section 9.01; or (vi) such Mortgage Loan or Trust Subordinate Companion Loan is sold by either Special
Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by either
Special Servicer in connection with a liquidation of any Specially Serviced Mortgage Loan or REO Property (except with respect
to a Non-Serviced Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses,
committee or referee fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the applicable Special Servicer with respect to (i) each Specially Serviced Mortgage Loan or REO
Property (except with respect to a


 






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Non-Serviced Mortgaged
Property) as to which such Special Servicer receives (a) a full, partial or discounted payoff from or on behalf of the related
Mortgagor or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including the related Companion Loan, if
applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been paid, or will be payable) and (ii)
except as described below, with respect to any Mortgage Loan for which the applicable Special Servicer is the Enforcing Servicer
and that is repurchased or substituted for by the Mortgage Loan Seller, equal to the product of the Liquidation Fee Rate and the
proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation
Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated Specially
Serviced Mortgage Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee shall be
payable with respect to (a) the purchase of any Specially Serviced Mortgage Loan by either Special Servicer or any Affiliate
thereof (except if such Affiliate purchaser is the Directing Holder or any Affiliate thereof; provided, however,
that prior to a Control Termination Event, if the Directing Holder or an Affiliate thereof, purchases any Specially Serviced Mortgage
Loan within ninety (90) days after the applicable Special Servicer delivers to the Directing Holder for its approval the initial
Asset Status Report with respect to such Specially Serviced Mortgage Loan, such Special Servicer will not be entitled to a Liquidation
Fee in connection with such purchase by the Directing Holder or its Affiliates), (b) any event described in clause (iv)
of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase
or substitution occurs prior to the termination of the Initial Cure Period, (c) any event described in clauses (v),
(vi) and (vii) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant
to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such
holder’s purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected
Loan pursuant to the related Co-Lender Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such
Serviced Companion Loan by the Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient
mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided
for such repurchase of such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a
purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up
call or similar liquidation of the Other Securitization; (e) the purchase of all of the Mortgage Loans and REO Properties and,
if applicable, the Trust Subordinate Companion Loan, in connection with an optional termination of the Trust; or (f) if a Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Mortgage Loan solely because of a Servicing Transfer Event described
in clause (i) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety
(90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise
repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (a) through
(e) above, each Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor
to the extent provided for in, or not prohibited by, the related loan documents). The Liquidation Fee for each such repurchased
or substituted Mortgage Loan, Specially Serviced Mortgage Loan or REO Property will be payable from, and will be calculated by
application of the Liquidation Fee Rate, to the related payment or proceeds; provided that the Liquidation Fee with respect to
any Specially Serviced Mortgage Loan or REO Property will be reduced by the


 






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amount
of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the Specially Serviced Mortgage Loan
or REO Property as described in the definition of “Excess Modification Fees”, but only to the extent those fees have
not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that, except as contemplated by each of
the immediately preceding provisos and the second following paragraph, no Liquidation Fee will be less than $25,000.


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%
with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) repurchased or substituted as contemplated by Section 2.03
of this Agreement, each Specially Serviced Mortgage Loan (or Trust Subordinate Companion Loan) and each REO Property, provided,
however, that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee will be less
than $25,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or either Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Mortgage
Loan or defaulted Companion Loan, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of
any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Mortgage Loan pursuant to Section 3.16(a) or (B) any REO
Property pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan or Trust Subordinate Companion Loan
by the Mortgage Loan Seller pursuant to Section 6 of the Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage
Loan, Trust Subordinate Companion Loan or REO Property by the Holders of the majority of the Controlling Class, either Special
Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the purchase
of a Mortgage Loan, Trust Subordinate Companion Loan or an REO Property by (a) the applicable Subordinate Companion Holder
(or in the case of the 540 West Madison Whole Loan, the holder of the Non-Trust Subordinate Companion Loan) or (b) the related
mezzanine lender pursuant to Section 3.16 and the related Co-Lender Agreement; or (vii) the transfer of any Loss of
Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of
this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the
applicable Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall
be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such
Loss of Value Payment is made by the Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation
Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion
Loan, as applicable, pursuant to the terms of the related Co-Lender Agreement.


 


“Loan-Specific
Certificates”: The Class WM-A, Class WM-B and Class X-WM Certificates, collectively.


 


“Loan-Specific
Directing Holder”: (a) With respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing
Certificateholder”, the “Directing Holder”, the


 






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“Directing Lender” or any analogous concept set forth
under the related Co-Lender Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific Directing
Holder with respect to the related Servicing Shift Whole Loan will be the holder of the related Controlling Companion Loan as set
forth in Exhibit S. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing
Holder under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, the Loan-Specific Directing
Holder with respect to The Falls Whole Loan will initially be UBS AG, as the holder of the related Controlling Companion Loan and
(b) with respect to the 540 West Madison Whole Loan, (i) the holder of the Non-Trust Subordinate Companion Loan unless a Non-Trust
Subordinate Companion Loan Control Termination Event has occurred and is continuing and (ii) if a Non-Trust Subordinate Companion
Loan Control Termination Event has occurred and is continuing, the 540 West Madison Controlling Class Representative.


 


“Loan-Specific
Initial Purchaser”: Goldman Sachs & Co.


 


“Loss of Value
Payment”: As defined in Section 2.03(b) of this Agreement.


 


“Loss of Value
Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.04(i) of this Agreement. The Loss of Value Reserve Fund will be part of the
Trust Fund but not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(c).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC
Regular 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 Preliminary Statement hereto, 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 on the Distribution Date immediately prior
to such date of determination (determined as adjusted pursuant to Section 1.02(iii)), and as set forth in Section
4.01(b) or Section 4.01(c), respectively.


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LAAB, Class LAS,
Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced
Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts
as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan), the related portion
of the REO Accounts, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution
Account, and all other properties included in the Trust Fund that are not in the Trust Subordinate Companion Loan REMIC, the Upper
Tier REMIC or the Grantor Trust.


 






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“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS3, Lower-Tier REMIC Distribution Account”. Any such account, accounts
or sub-accounts shall be an Eligible Account.


 


“LTV Ratio”:
With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the numerator of which
is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on such Mortgage
Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
As defined in Section 6.08(a).


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, and its successors
in interest and assigns, or any successor appointed as allowed herein.


 


“Master Servicer
Proposed Course of Action Notice”: As defined in Section 2.03(i) of this Agreement.


 


“Master Servicer
Remittance Date”: The Business Day immediately preceding each Distribution Date.


 


“Material Defect”:
With respect to any Mortgage Loan (and/or the Trust Subordinate Companion Loan, as the case may be), a Material Document Defect
in any Mortgage File or a Material Breach, which Material Document Defect or Material Breach, as the case may be, materially and
adversely affects the value of such Mortgage Loan (and/or the Trust Subordinate Companion Loan, as the case may be), the value
of the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein or causes such Mortgage Loan
(and/or the Trust Subordinate Companion Loan, as the case may be) to be other than a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes
a defective Mortgage Loan (and/or the Trust Subordinate Companion Loan, as the case may be) to be treated as a qualified mortgage.


 


“Material Document
Defect”: As defined in Section 2.03(b) of this Agreement.


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior
to such date of determination, but without giving effect to


 






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(i) any acceleration of the principal of such Mortgage Loan, Whole
Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


“Mediation Rules”:
As defined in Section 2.03(k)(i).


 


“Merger Notice”:
As defined in Section 6.03(b).


 


“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loans, any
and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of
the Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the
Master Servicer or the applicable Special Servicer, as applicable (other than all assumption fees, assumption application fees,
consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).


 


“Moody’s”:
Moody’s Investors Service, Inc., and 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 reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Holder and the applicable Special Servicer, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


“Mortgage File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the
following documents; provided that for the avoidance of doubt, references to the Mortgage File for the Trust Subordinate Companion
Loan shall refer to the Mortgage File for the 540 West Madison Mortgage Loan and the Mortgage Note(s) evidencing such Trust Subordinate
Companion Loan:


 


(1)          
the original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express
or implied) to the order of “Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3” or in blank, and
further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the Mortgage Loan Seller)
(or, alternatively, executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note)
and in the case of a Serviced Whole Loan, a copy of the executed Mortgage Note for the related Companion Loan;


 


(2)          
an original or copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in
each case (unless the particular item has not been returned from the applicable recording office) with


 






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evidence of recording indicated
thereon or certified by the applicable recorder’s office;


 


(3)          
an original or a copy of any related assignment of leases (if such item is a document separate from the Mortgage), together
with originals or copies of any intervening assignments thereof, in each case (unless the particular item has not been returned
from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s
office;


 


(4)          
an original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related assignment
of leases (if such item is a document separate from the Mortgage), in favor of “Wells Fargo Bank, National Association, as
Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS3” and the holder of the related Companion Loan, as their interests may appear or a copy of such assignment
(if the Mortgage Loan Seller or its designee, rather than the trustee or certificate administrator, is responsible for the recording
thereof);


 


(5)         
an original or copy of the assignment of all unrecorded documents relating to the Mortgage Loan, in favor of the trustee,
for the benefit of the registered holders of the certificates and the holder of the related Companion Loan, as their interests
may appear;


 


(6)          
originals or copies of final written modification, consolidation, assumption, written assurance and substitution agreements
in those instances where the terms or provisions of the Mortgage or Mortgage Note for such Mortgage Loan (or, if applicable, any
Mortgage Note of a Whole Loan) or the related Mortgage have been modified or the Mortgage Loan has been assumed or consolidated,
in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording
indicated thereon if the instrument being modified is a recordable document;


 


(7)          
the original (which may be in the form of an electronically issued title policy) or a copy of the policy or certificate
of lender’s title insurance issued in connection with such Mortgage Loan or the related Serviced Whole Loan, or, if such
policy has not been issued, a “marked up” pro forma title policy marked as binding and countersigned by the title insurer
or its authorized agent, or an irrevocable, binding commitment to issue such title insurance policy;


 


(8)          
an original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable),
if any, and any ground lessor estoppel;


 


(9)          
an original or copy of the related loan agreement, if any;


 






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(10)         an original of any guaranty under such Mortgage Loan or the related Whole Loan, if any;


 


(11)         an original or copy of the environmental indemnity from the related Mortgagor, if any;


 


(12)         an original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a
document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;


 


(13)         an original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such
item is not included in the assignment described in clause (v)), in favor of the trustee for the benefit of the Certificateholders
and the holder of the related Companion Loan, as their interests may appear;


 


(14)         any filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code (“UCC”) financing
statements in favor of the originator of such Mortgage Loan or the related Whole Loan or in favor of any assignee prior to the
Trustee, and an original UCC-3 assignment thereof, in form suitable for filing, in favor of the trustee (or, in each case, a copy
thereof, certified to be the copy of such assignment submitted or to be submitted for filing);


 


(15)         an original or copy of the lock box agreement or cash management agreement relating to a Mortgage Loan or a Serviced Whole
Loan;


 


(16)         in the case of any Mortgage Loan or the related Whole Loan as to which there exists a related mezzanine loan, an original
or a copy of any related mezzanine intercreditor agreement;


 


(17)         an original or copy of any related environmental insurance policy or guaranty relating to a Mortgage Loan or a Serviced
Whole Loan;


 


(18)         a copy of any letter of credit relating to such Mortgage Loan or the related Whole Loan and any related assignment thereof
(with the original to be delivered to the master servicer);


 


(19)         copies of any franchise agreement, property management agreement or hotel management agreement and related comfort letters
(together with (i) copies of any notices of transfer that are necessary to transfer or assign to the issuing entity or the trustee
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 for the benefit of the issuing entity or trustee, a copy of the notice requesting the issuance
of such replacement comfort letter (the copy of such notice shall be delivered by the Mortgage Loan Seller to the custodian for
inclusion in the Mortgage File within the time period set forth in this


 






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Agreement and/or estoppel letters relating to such Mortgage
Loan or the related Serviced Whole Loan and any related assignment thereof; and


 


(20)         in the case of a Whole Loan, an original or a copy of the related Co-Lender Agreement;


 


provided that
with respect to any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other than
the documents described in clause (1) above) will be delivered to and held by the custodian under the related Non-Serviced Pooling
Agreement on or prior to the Closing Date; provided, however, that (a) whenever the term “Mortgage File”
is used to refer to documents held by the Custodian, such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually received by the Custodian, (b) if there exists with respect to any Crossed
Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage File”
covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy in
the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of
such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement refers
to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed to mean the Mortgage
File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise described above
shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that has
a Serviced Companion Loan, the execution and/or recordation of any assignment of Mortgage, any separate assignment of Assignment
of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed to limit the beneficial
interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided to them by such instrument,
it being acknowledged that (i) the Trustee shall hold such record title for the benefit of the Trust as the holder of the
related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the
Master Servicer, or the applicable Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall be
construed to be so undertaken by Trustee, the Master Servicer or the applicable Special Servicer for the benefit of the Trust as
the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any Non-Serviced
Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the Mortgage Loan Seller of copies of
the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect
to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments
or other transfer documents referred to in clauses (3), (4), (6), (7), (9) and (10) above
as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form
as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, provided that with respect to such Non-Serviced
Mortgage Loan if Wells Fargo Bank, National Association is also the custodian with respect to such Non-Serviced Mortgage Loan then
no copies of the Mortgage File relating to such Non-Serviced Mortgage Loan shall be delivered and (f) in connection with any Servicing
Shift Mortgage Loan, the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior
to the Closing Date and such documents (other than the documents described in clause (1) above) shall be transferred to the custodian
pursuant to Section 2.01(i).


 






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“Mortgage Loan”:
Each of the mortgage loans (other than (i) the Trust Subordinate Companion Loan and (ii) the Crossed Underlying Loans of a Crossed
Mortgage Loan Group, it being understood that for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated
as one Mortgage Loan) transferred and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust.
As used herein, the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other documents contained
in the related Mortgage File and any related agreements. The term “Mortgage Loan” shall, as of any date of determination,
include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude
any such replaced Mortgage Loan.


 


“Mortgage Loan
Checklist”: As defined in the definition of “Mortgage File.”


 


“Mortgage Loan
Purchase Agreement”: The agreement between the Depositor and the Mortgage Loan Seller, relating to the transfer of all
of the Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans and Trust Subordinate Companion
Loan, if applicable.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans and the Trust Subordinate Companion Loan transferred on the Closing Date to the
Trustee as part of the Trust Fund, attached hereto as Exhibit B, which list sets forth the following information with
respect to each Mortgage Loan and Trust Subordinate Companion Loan so transferred:


 


(i)           
the loan identification number (as specified in Annex A-1 to the Prospectus);


 


(ii)          
the Mortgagor’s name;


 


(iii)         
the street address (including city, state, county and zip code) and name of the related Mortgaged Property; 


 


(iv)          the Mortgage Rate in effect at origination;


 


(v)           the Net Mortgage Rate in effect at the Cut-off Date;


 


(vi)          the original principal balance;


 


(vii)         the Cut-off Date Principal Balance;


 


(viii)        the (a) original term to stated maturity, (b) remaining term to stated maturity and (c) Maturity Date;


 


(ix)          the original and remaining amortization terms;


 


(x)           the amount of the Periodic Payment due on the first Due Date following the Cut-off Date;


 


(xi)          the applicable Servicing Fee Rate;


 






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(xii)         whether the Mortgage Loan or Trust Subordinate Companion Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;


 


(xiii)        whether such Mortgage Loan or Trust Subordinate Companion Loan is secured by the related Mortgagor’s interest in
a ground lease;


 


(xiv)        identifying any Mortgage Loans with which Mortgage Loan is cross-defaulted or cross-collateralized;


 


(xv)         the originator of the related Mortgage Loan or Trust Subordinate Companion Loan and the Mortgage Loan Seller;


 


(xvi)        whether the related Mortgage Loan or Trust Subordinate Companion Loan has a guarantor;


 


(xvii)       whether the related Mortgage Loan or Trust Subordinate Companion Loan is secured by a letter of credit;


 


(xviii)      amount of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


 


(xix)        number of grace days;


 


(xx)         whether a cash management agreement or lock-box agreement is in place;


 


(xxi)        the general property type of the related Mortgaged Property;


 


(xxii)       whether the related Mortgage Loan permits defeasance;


 


(xxiii)      the interest accrual period; and


 


(xxiv)      the number of units, rooms, pads or square feet with respect to each Mortgaged Property.


 


Such Mortgage Loan Schedule
shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Mortgage Loan
Seller”: Goldman Sachs Mortgage Company, a New York limited partnership, or its successor in interest.


 


“Mortgage Note”:
The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, as the case may
be, together with any rider, addendum or amendment thereto.


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan or any Companion Loan on or prior
to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue (or, if and


 






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while
it is an REO Loan, is deemed to accrue) on such Mortgage Loan, REO Loan or any Companion Loan from time to time in accordance with
the related Mortgage Note and applicable law; or (ii) any Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan
or any Companion Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard
to the passage of such Maturity Date.


 


“Mortgaged Property”:
The real property subject to the lien of a Mortgage.


 


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually
and collectively, as the context may require.


 


“Net Investment
Earnings”: With respect to the Collection Accounts, the Servicing Accounts or the REO Accounts or Serviced Whole Loan
Custodial Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date, the
amount, if any, by which the aggregate of all interest and other income realized during such period on funds relating to the Trust
Fund held in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment
of such funds in accordance with Section 3.06.


 


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Accounts or Serviced Whole Loan Custodial
Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date, the amount by
which the aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating to the
Trust held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income
realized during such period on such funds.


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan), Trust Subordinate Companion Loan
or any REO Loan (including any portion of an REO Loan related to the Trust Subordinate Companion Loan, but excluding the portion
of an REO Loan related to any other Companion Loan) as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect, minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan or Trust Subordinate Companion
Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan or Trust
Subordinate Companion Loan, whether agreed to by the Master Servicer or the applicable Special Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the Mortgagor; provided, further, that for any Mortgage Loan that accrues
interest on an Actual/360 Basis, then, solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage
Rate, the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized
rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve
30-day months in order to


 






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produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such
one-month period at the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage
Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any
year which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in either case,
unless the related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and
(B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be
determined inclusive of the amounts withheld in the immediately preceding January and February, if applicable. With respect to
any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan or Trust
Subordinate Companion Loan had remained outstanding.


 


“Net Operating
Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will
be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed
and put forth by the CREFC®.


 


“New Lease”:
Any lease of REO Property entered into at the direction of the applicable 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.


 


“Non-Book Entry
Certificates”: As defined in Section 5.02(c).


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Protection Advance.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan or REO Loan (other than any portion of an REO Loan related
to a Companion Loan) which, in the reasonable judgment of the Master Servicer or the Trustee, as applicable, will not be ultimately
recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other
recovery on or in respect of such Mortgage Loan, Trust Subordinate Companion Loan or REO Loan; provided, however,
that the applicable Special Servicer may, at its option make a determination in accordance with the Servicing Standard, that any
P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer
(and with respect to a Serviced Whole Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the related
Non-Serviced Master Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider
notice of such determination. Any such determination shall be binding upon, the Master Servicer and the Trustee, provided,
however, that no Special Servicer shall have any obligation or right to make an affirmative determination that any P&I
Advance is or would be recoverable and in the absence of a determination by such Special Servicer that such P&I Advance is
or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If
a Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance is
a Nonrecoverable P&I Advance, the Master Servicer and the


 






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Trustee shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect
to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and
interest advance with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such
determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect
to the related Non-Serviced Mortgage Loan; provided, however, the Master Servicer and the Trustee may rely on the
non-recoverability determination of the Other Master Servicer or Other Trustee under the related Non-Serviced Pooling Agreement.
Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer or the applicable Special Servicer determines
that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance,
such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates
to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced Pooling
Agreement provides otherwise); provided, however, the other Master Servicer and Other Trustee under the related Non-Serviced
Pooling Agreement may rely on the non-recoverability determination of the Master Servicer or the Trustee. In making such recoverability
determination, the Master Servicer, the applicable Special Servicer or Trustee, as applicable, will be entitled (a) to consider
(among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan as
it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions
and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master
Servicer or the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity
as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to
estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the applicable Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future
expenses, (c) to estimate and consider (consistent with the applicable Servicing Standard in the case of the Master Servicer
and the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as
Trustee) (among other things) the timing of recoveries, (d) in the case of a potential P&I Advance with respect to the Trust
Subordinate Companion Loan, the subordinate nature of the Trust Subordinate Companion Loan and (e) to give due regard to the
existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or
delayed by the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance under
consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering
whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans or the Trust Subordinate Companion
by the Master Servicer or the Trustee because there is insufficient principal available for such Loan which, at the time of such
consideration, the reimbursement of which is being deferred or delayed, in light of the fact that proceeds on the related Mortgage
Loan or Trust Subordinate Companion Loan are a source of reimbursement not only for the P&I Advance under consideration, but
also as a potential source


 






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of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or
may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time
(but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing
Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity
as Trustee), may obtain, promptly upon request from the applicable Special Servicer at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Absent
bad faith, the Master Servicer’s, the applicable Special Servicer’s or the Trustee’s determination as to the
recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master
Servicer, the applicable Special Servicer or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable,
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either the applicable Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Controlling Class Representative (but only prior to the occurrence of a Consultation Termination Event and only with respect
to any Mortgage Loan or Trust Subordinate Companion Loan other than an Excluded Loan) (and, in the case of a Serviced Mortgage
Loan, any Other Servicer), the Operating Advisor (but only in the case of the applicable Special Servicer), the Depositor, or by
the Trustee to the Depositor, the Master Servicer, the applicable Special Servicer the Operating Advisor (and, in the case of a
Serviced Mortgage Loan, any Other Servicer) and the Certificate Administrator. The Officer’s Certificate shall set forth
such determination of nonrecoverability and the considerations of the Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, income and expense
statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, such Special
Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage
Loan or Trust Subordinate Companion Loan, or the related Mortgaged Property). The applicable Special Servicer’s determination
that a P&I Advance is or would be nonrecoverable shall be binding on the Master Servicer and the Trustee. In the case of a
cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Property Protection Advance”: Any Property Protection Advance previously made or proposed to be made in respect of a
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which, in the reasonable judgment of the Master
Servicer, the applicable Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with
any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of such Mortgage Loan, Whole Loan, REO Property. In making such recoverability determination, such Person will be entitled (a)
to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion
Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then
current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the
case of the Master Servicer or the applicable Special Servicer or in its good faith


 






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business judgment in the case of the Trustee,
solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged
Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the applicable
Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other
things) future expenses (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer
and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee)
(among other things) the timing of recoveries (d) in the case of a potential P&I Advance with respect to the Trust Subordinate
Companion Loan, the subordinate nature of the Trust Subordinate Companion Loan and (e) to give due regard to the existence
of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by
the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a
Property Protection Advance is a Nonrecoverable Property Protection Advance, will be entitled to give due regard to the existence
of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans that, at the time of
such consideration, the reimbursement of which is being deferred or delayed by the Master Servicer, in light of the fact that proceeds
on the related Mortgage Loan are a source of recovery not only for the Property Protection Advance under consideration, but also
as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being
deferred or delayed. However, if the Workout-Delayed Reimbursement Amount relates to a Property Protection Advance for the 540
West Madison Whole Loan, the Master Servicer will be entitled to recover such Workout-Delayed Reimbursement Amount from general
collections on deposit in the Collection Account for the Mortgage Pool including the Trust Subordinate Companion Loan. In addition,
any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or
in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon request
from the applicable Special Servicer at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates
or other information for making a recoverability determination (and, upon the reasonable request by the Trustee, Master Servicer
or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market
value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s, Special
Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding
on the Certificateholders. The determination by the Master Servicer, the applicable Special Servicer or the Trustee, as the case
may be, that it has made a Nonrecoverable Property Protection Advance or that any proposed Property Protection Advance, if made,
would constitute a Nonrecoverable Property Protection Advance, or any updated or changed recoverability determination, shall be
evidenced by an Officer’s Certificate delivered by either of the applicable Special Servicer or Master Servicer to the other
and to the Trustee, the Certificate Administrator, the Controlling Class Representative, (but only prior to the occurrence of a
Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced
Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the applicable Special Servicer) and the Depositor,


 






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or by the Trustee to the Depositor, the Master Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate
Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer). The applicable Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard, that any Property Protection Advance previously made or proposed
to be made is a Nonrecoverable Property Protection Advance and shall deliver to the Master Servicer (and with respect to a Serviced
Whole Loan, to any Other Servicer, and, with respect to any Non-Serviced Mortgage Loan, the related Non-Serviced Master Servicer),
the Trustee, the Certificate Administrator, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination shall be binding upon, the Master Servicer and the Trustee, provided, however, that no Special
Servicer shall have any obligation or right to make an affirmative determination that any Property Protection Advance is or would
be recoverable and in the absence of a determination by the applicable Special Servicer that such Property Protection Advance is
or would be a Nonrecoverable Property Protection Advance, such decision shall remain with the Master Servicer or the Trustee, as
applicable. If the applicable Special Servicer makes a determination that only a portion, and not all, of any previously made or
proposed Property Protection Advance is a Nonrecoverable Property Protection Advance, the Master Servicer and the Trustee shall
each have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed
Property Protection Advance is a Nonrecoverable Property Protection Advance. The Officer’s Certificate shall set forth such
determination of nonrecoverability and the considerations of the Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income
and expense statements, rent rolls, occupancy status and property inspections, and shall include any existing Appraisal with respect
to the related Mortgage Loan or Serviced Companion Loan, as applicable, or related Mortgaged Property). The applicable Special
Servicer shall promptly furnish any party required to make Property Protection Advances hereunder with any information in its possession
regarding the Specially Serviced Mortgage Loans and REO Properties as such party required to make Property Protection Advances
may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely
on the Master Servicer’s or the applicable Special Servicer’s, as the case may be, determination that a Property Protection
Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the applicable Special
Servicer’s determination that a Property Protection Advance is or would be nonrecoverable. Notwithstanding anything herein
to the contrary, if the applicable Special Servicer requests that the Master Servicer make a Property Protection Advance, the Master
Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Property Protection Advance;
provided, however, that such Special Servicer shall not be entitled to make such a request more frequently than once
per calendar month with respect to Property Protection Advances other than emergency advances (although such request may relate
to more than one Property Protection Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability
determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination
as to the recoverability of any property protection advance previously made or proposed to be made in respect of a Non-Serviced
Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as
the case may be, pursuant to the Non-Serviced Pooling Agreement.


 






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“Non-Reduced
Certificates”: means (i) any Class of Pooled Non-Reduced Certificates and (ii) any Class of Loan-Specific Certificates
(other than the X-WM Certificates) then-outstanding for which (a)(1) the initial Certificate Balance of such Class of Certificates
minus (2) the sum (without duplication) of (x) any payments of principal (whether as Principal Prepayments or otherwise) distributed
to the Certificateholders of such Class of Certificates, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates
and (z) any 540 West Madison Realized Losses previously allocated to such Class of Certificates, is equal to or greater than (b)
25% of the remainder of (1) the initial Certificate Balance of such Class of Certificates less (2) any payments of principal (whether
as Principal Prepayments or otherwise) previously distributed to the Certificateholders of such Class of Certificates.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class D, Class X-D, Class E, Class F, Class G,
Class WM-A, Class WM-B, Class X-WM and Class R Certificate.


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Companion Loan”: The 10 Hudson Yards Pari Passu Companion Loans, the 10 Hudson Yards Subordinate Companion Loans, the
Falls Pari Passu Companion Loan (on or after the related Servicing Shift Securitization Date), the Panorama Center Pari Passu Companion
Loan, the Veritas Multifamily Pool 1 Pari Passu Companion Loans, the Veritas Multifamily Pool 1 Subordinate Companion Loan, the
Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loans, the Veritas Multifamily Pool 2 Pari Passu Companion
Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan.


 


“Non-Serviced
Custodian”: The “Custodian” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan pursuant
to the related Non-Serviced Pooling Agreement.


 


“Non-Serviced
Co-Lender Agreement”: The 10 Hudson Yards Co-Lender Agreement, The Falls Co-Lender Agreement (on or after the related
Servicing Shift Securitization Date), the Panorama Center Co-Lender Agreement, the Veritas Multifamily Pool 1 Co-Lender Agreement,
the Residence Inn and SpringHill Suites North Shore Co-Lender Agreement and the Veritas Multifamily Pool 2 Co-Lender Agreement.


 


“Non-Serviced
Master Servicer”: The “Master Servicer” under a Non-Serviced Pooling Agreement.


 






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“Non-Serviced
Mortgage Loan”: The 10 Hudson Yards Mortgage Loan, The Falls Mortgage Loan (on or after the related Servicing Shift Securitization
Date), the Panorama Center Mortgage Loan, the Veritas Multifamily Pool 1 Mortgage Loan, the Residence Inn and SpringHill Suites
North Shore Mortgage Loan and the Veritas Multifamily Pool 2 Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The 10 Hudson Yards Mortgaged Property, The Falls Mortgaged Property (on or after the related Servicing
Shift Securitization Date), the Panorama Center Mortgaged Property, the Veritas Multifamily Pool 1 Mortgaged Property, the Residence
Inn and SpringHill Suites North Shore Mortgage Loan and the Veritas Multifamily Pool 2 Mortgaged Property.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Paying Agent”: The “Paying Agent” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Pooling Agreement”: With respect to (i) the 10 Hudson Yards Whole Loan, the HY 2016-10HY Trust and Servicing Agreement,
(ii) The Falls Whole Loan, on and after the related Servicing Shift Securitization Date, The Falls Pooling and Servicing Agreement,
(iii) the Panorama Corporate Center Whole Loan, the Residence Inn and SpringHill Suites North Shore Whole Loan and the Veritas
Multifamily Pool 2 Whole Loan, the GSMS 2016-GS2 Pooling and Servicing Agreement and (iv) the Veritas Multifamily Pool 1 Whole
Loan, the GS Mortgage Securities Corporation Trust 2016-RENT Trust and Servicing Agreement.


 


“Non-Serviced
Special Servicer”: The “Special Servicer” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Securitization”: The securitization under which the Non-Serviced Trust is formed pursuant to the Non-Serviced Pooling
Agreement.


 


“Non-Serviced
Trust”: The “Trust” formed under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Whole Loan”: The 10 Hudson Yards Whole Loan, The Falls Whole Loan (on or after the related Servicing Shift Securitization
Date), the Panorama Center Whole Loan, the Veritas Multifamily Pool 1 Whole, the Residence Inn and SpringHill Suites North Shore
Whole Loan and the Veritas Multifamily Pool 2 Whole Loan.


 


“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced Pooling
Agreement.


 






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“Non-Specially
Serviced Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that
is not a Specially Serviced Mortgage Loan.


 


“Non-Trust Subordinate
Companion Loan”: With respect to the 540 West Madison Whole Loan, the Companion Loan evidenced by the promissory note
C made by the related Mortgagor and secured by the Mortgage on the 540 West Madison Mortgaged Property, which is not included in
the Trust and which is subordinate in right of payment to the 540 West Madison Mortgage Loan, the 540 West Madison Pari Passu Companion
Loan and the Trust Subordinate Companion Loan to the extent set forth in the related Mortgage Loan documents and as provided in
the 540 West Madison Co-Lender Agreement.


 


“Non-Trust Subordinate
Companion Loan Control Termination Event”: As defined in the 540 West Madison Co-Lender Agreement under “Note C
Holder Control Appraisal Period”.


 


“Non-U.S. Beneficial
Ownership Certification”: As defined in Section 5.03(f).


 


“Non-U.S. Tax
Person”: Any person other than a U.S. Tax Person.


 


“Notional Amount”:
In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates, the Class
X-B Notional Amount; in the case of the Class X-D Certificates, the Class X-D Notional Amount; and in the case of the Class X-WM
Certificates, the Class X-WM Notional Amount.


 


“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) substantially in the form of Exhibit P-2 executed by a NRSRO 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 provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act,
that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information confidential,
except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to
the foregoing each time it accesses the 17g-5 Information Provider’s Website.


 


“OCC”:
Office of the Comptroller of the Currency.


 


“Offered Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class PEZ, Class X-A and Class X-B Certificates.


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the applicable Special Servicer or
any Additional Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case
may be.


 






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“Offshore Transaction”:
Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


 


“Operating Advisor”:
Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


“Operating Advisor
Annual Report”: As defined in Section 3.26(c).


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 (or, for so long as no Consultation Termination Event is continuing,
such lesser amount as the related borrower agrees to pay with respect to such Mortgage Loan) (other than the Non-Serviced Mortgage
Loan), payable pursuant to Section 3.05 of this Agreement; provided, however, that the Operating Advisor
may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further,
that the Master Servicer or applicable Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor
Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing
Standard, but may in no event take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee
other than requests for collection (provided that the Master Servicer or the applicable Special Servicer, as applicable,
shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).


 


“Operating Advisor
Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional
trust fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee and the Operating
Advisor Consulting Fee).


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan, REO Loan, Non-Serviced Mortgage Loan and Trust Subordinate Companion Loan (but
not any other Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of 0.00192%.


 


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest
of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan (other than any Servicing Shift
Whole Loan) for the benefit of the holders of the related Companion Loan (as a collective whole as if such Certificateholders and
Companion Holders constituted a single lender, taking into account the pari passu nature of any related Pari Passu Companion
Loan and the subordinate nature of any related AB Subordinate Companion Loan), and not to any particular class of Certificateholders
(as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict
of interest arising from any relationship that the Operating Advisor or any of its affiliates may have with any of the underlying
Mortgagors, any sponsor, the Mortgage Loan Seller, the Depositor, the Master Servicer, each


 






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Special Servicer, the Asset Representations
Reviewer, the Directing Holder or any of their affiliates.


 


“Operating Advisor
Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is 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:


 


(a)         
any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or
the material breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a
period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given
to the Operating Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee
by the holders of Certificates having greater than 25% of the aggregate Voting Rights, provided that any such failure which is
not curable within such thirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days to
effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the
Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is
continuing to pursue, such cure;


 


(b)         
any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues
unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied,
is given to the Operating Advisor by any party to this Agreement;


 


(c)          
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period
of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the
Operating Advisor by any party to this Agreement;


 


(d)          
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 operating advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(e)          
the Operating Advisor consents 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 operating advisor or of or relating to all or substantially all of its property; or


 


(f)           
the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable


 






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insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or
voluntarily suspends payment of its obligations.


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to
the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any
Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor
trust, or (d) the resignation of the Master Servicer, either Special Servicer or the Depositor pursuant to Section 6.05,
must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, such Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


“Original Certificate
Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount thereof
as of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interest, the initial principal amount thereof as
of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original Notional
Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount
and the Class X-WM Notional Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the
Preliminary Statement.


 


“Other Certificate
Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement. 


  


“Other Depositor”:
Any depositor under an Other Pooling and Servicing Agreement.


 


“Other Master
Servicer”: Any master servicer under an Other Pooling and Servicing Agreement.


 


“Other Pooling
and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include any Serviced
Companion Loan.


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


“Other Servicer”:
Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


 


“Other Trustee”:
Any trustee under an Other Pooling and Servicing Agreement.


 



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“Overlapping
Fee Interest”: In the case of a Mortgage Loan secured in whole or in part by a Ground Lease, the related fee interest
in the real property underlying such Ground Lease that has also been pledged to secure such Mortgage Loan.


 


“Ownership Interest”:
As to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.


 


“Panorama Corporate
Center Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of May 1, 2016, by and between the holder of
the Panorama Corporate Center Pari Passu Companion Loan and the holder of the Panorama Corporate Center Mortgage Loan, relating
to the relative rights of such holders of the Panorama Corporate Center Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“Panorama Corporate
Center Mortgage Loan”: With respect to the Panorama Corporate Center Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and
is pari passu in right of payment with the Panorama Corporate Center Pari Passu Companion Loan to the extent set forth in
the related Co-Lender Agreement.


 


“Panorama Corporate
Center Mortgaged Property”: The Mortgaged Property which secures the Panorama Corporate Center Whole Loan.


 


“Panorama Corporate
Center Pari Passu Companion Loan”: With respect to the Panorama Corporate Center Whole Loan, the Companion Loan evidenced
by the related promissory note made by the related Mortgagor and secured by the Mortgage on the Panorama Corporate Center Mortgaged
Property, which is not included in the Trust and which is pari passu in right of payment to the Panorama Corporate Center
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Panorama Corporate Center Co-Lender
Agreement.


 


“Panorama Corporate
Center Whole Loan”: The Panorama Corporate Center Mortgage Loan, together with the Panorama Corporate Center Pari Passu
Companion Loan, each of which is secured by the same Mortgage on the Panorama Corporate Center Mortgaged Property. References herein
to the Panorama Corporate Center Whole Loan shall be construed to refer to the aggregate indebtedness under the Panorama Corporate
Center Mortgage Loan and the Panorama Corporate Center Pari Passu Companion Loan.


 


“Pari Passu
Companion Loan”: Each of the 10 Hudson Yards Pari Passu Companion Loans, 540 West Madison Pari Passu Companion Loan,
the U.S. Industrial Portfolio Pari Passu Companion Loans, The Falls Pari Passu Companion Loans, the Hamilton Place Pari Passu Companion
Loan, the Panorama Corporate Center Pari Passu Companion Loan, the Veritas Multifamily Pool 1 Pari Passu Companion Loans, the Residence
Inn and SpringHill Suites North Shore Pari Passu Companion Loans, the Embassy Suites Portland Airport Pari Passu Companion Loan,
and the Veritas Multifamily Pool 2 Pari Passu Companion Loan.


 






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“P&I Advance”:
As to any Mortgage Loan, the Trust Subordinate Companion Loan or REO Loan (but not any related Companion Loan), any advance
made by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


“P&I Advance
Determination Date”: With respect to any Distribution Date, the close of business on the related Determination Date.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class A-S Regular Interest
Pass-Through Rate, the Class B Pass-Through Rate, the Class B Regular Interest Pass-Through Rate, the Class C Pass-Through Rate,
the Class C Regular Interest Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through
Rate, the Class G Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through
Rate, the Class WM-A Pass-Through Rate, the Class WM-B Pass-Through Rate and the Class X-WM Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty Charges”:
With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loan) or Serviced Companion Loan (or any successor REO
Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor REO Loan thereto)
that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan, and allocated and paid on such Serviced
Companion Loan (or any successor REO Loan) in accordance with the related Co-Lender Agreement) that represent late payment charges
or Default Interest, other than a Yield Maintenance Charge.


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in
distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates),
the percentage interest is equal to the Denomination of such Certificate divided by the Original Certificate Balance or Original
Notional Amount, as applicable, of such Class of Certificates as of the Closing Date. For these purposes on any date of determination,
the “Denomination as of the Closing Date” of any Exchangeable Certificate received in an exchange will be determined
as if such Certificate was part of the related Class on the Closing Date, the “Denomination as of the Closing Date”
of any Exchangeable Certificate surrendered in an exchange will be determined as if such Certificate was not part of the related
Class on the Closing Date and the Original Certificate Balance of the related Class of Exchangeable Certificates will be determined
as if such Class consisted only of the Certificates composing the Class on that date of determination and such Certificates had
been outstanding as of the Closing Date. With respect to a Class R Certificate, the Percentage Interest is set forth on the face
thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic Payment”:
With respect to any Mortgage Loan or the related Companion Loan, the scheduled monthly payment of principal and/or interest on
such Mortgage


 






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Loan or Companion Loan, including any Balloon Payment, which is payable (as the terms of the applicable Mortgage
Loan or Companion Loan may be changed or modified in connection with a bankruptcy or similar proceedings involving the related
Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to pursuant to the terms hereof) by
a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration of principal
of such Mortgage Loan or Companion Loan by reason of default thereunder.


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder),
regardless of whether issued by the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in this definition and
which shall not be subject to liquidation prior to maturity:


 


(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, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) 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 sixty (60) days or less, or rated at least “AA-”, “A-1+”
or (with respect to money market fund investments only) “AAAm” by S&P, if such obligations mature in 365 days
or less;


 


(ii)          
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after
the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) 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 (A) in the case of such investments with maturities of thirty


 






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(30) days or less, (1) the
short-term debt obligations of which are rated in the highest short-term rating category by Fitch and KBRA, (2) the short-term
debt obligations of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations
of which are rated at least “A2” by Moody’s and (3) the short-term debt obligations of which are rated “A-1+”
(or the equivalent) by S&P, (B) in the case of such investments with maturities of 3 months or less, but more than 30 days,
the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term
obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities
of 6 months or less, but more than 3 months, the short-term obligations of which are rated in the highest short-term rating category
by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and “AAA”
or the equivalent by S&P, and (D) in the case of such investments with maturities of more than 6 months, the short-term obligations
of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated
“Aaa” by Moody’s and “AAA” or the equivalent by S&P (or, in the case of any such Rating Agency
as set forth in clauses (A) through (D) above, if permitted by the related Mortgage Loan, such lower rating as is otherwise acceptable
to such Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then -current ratings assigned to any Class of Certificates (or, insofar as there is then outstanding any
class of Serviced Companion Loan Securities that is then rated by such Rating Agency, such class of securities));


 


(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 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 debt obligations
are rated in the highest rating categories of each Rating Agency (in the case of KBRA, if rated by KBRA), if the obligations mature
within 60 days; 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 not more than one year after the date of issuance thereof), (A) if it has a term of one month or
less, the short-term obligations of which are rated at least “A-1+”


 






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by S&P, “F1” by Fitch and “P-1”
by Moody’s (or, in the case of Moody’s, the long-term obligations of which are rated at least “A2” by Moody’s)
and in the highest short term debt rating category of KBRA, if then rated by KBRA; (B) if it has a term of more than one month
and not in excess of three months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or
“F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term
debt obligations of which are rated at least “P-1” by Moody’s, or the long-term obligations of which are rated
at least “A2” by Moody’s (3) the short-term debt obligations of which are rated in the highest short-term debt
rating category by KBRA, if then rated by KBRA, and (4) the short-term obligations of which are rated at least “A-1+”
by S&P (or “A-1” by S&P if the obligations mature within 60 days); (C) if it has a term of more than three
months and not in excess of six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch
(or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the
short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of
which are rated at least “Aa3” by Moody’s (3) the short-term debt obligations of which are rated in the highest
short-term rating category by KBRA, if then rated by KBRA and (4) long-term obligations of which are rated at least “A-1+”
by S&P; and (D) if it has a term of more than six months, (1) the short-term debt obligations of which are rated at least “F1+”
by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch),
(2) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations
of which are rated at least “Aaa” by Moody’s, (3) the short-term debt obligations of which are rated in the highest
short -term rating category by KBRA, if then rated by KBRA, and (4) the long-term debt obligations of which are rated “AAA”
(or the equivalent) by S&P (or, in the case of any such Rating Agency as set forth in clauses (A) through (D) above, if permitted
by the related Mortgage Loan, such lower rating as is otherwise acceptable to such Rating Agency, as confirmed in writing that
such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then -current ratings assigned
to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is
then rated by such Rating Agency, such class of securities)); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have
a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must
move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(vi)         
money market funds, rated in the highest rating category of S&P and at least “Aaa-mf” by Moody’s
(or, if not rated by S&P or Moody’s, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation
relating to the Certificates), which may include the investments referred to in clause (i) hereof if so qualified that (a) have
substantially all of their assets


 



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invested continuously in the types of investments referred to in clause (i) above and (b) have
net assets of not less than $5,000,000,000;


 


(vii)         any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one
or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings
set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security
or investment and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); and


 


(viii)        any other demand, money market or time depositor, obligation, security or investment not listed in clauses (i)
– (vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating
Agency;


 


provided, however, that with
respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be 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; provided, further, however, that each Permitted Investment qualifies as a “cash
flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed dollar
of principal due at maturity that cannot vary or change and (b) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with
such index; and provided, further, however, that no such instrument shall be a Permitted Investment if (a)
such instrument evidences the right to receive only interest, (b)  such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to
maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (c) 
such instrument may be redeemed at a price below the purchase price; and provided, further, however, that
no amount beneficially owned by any Trust 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 Master Servicer receives an Opinion
of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted
Investments that are subject to prepayment or call may not be purchased at a price in excess of par.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance and/or
other insurance commissions and fees, title agency fees, and appraisal fees received or retained by the applicable Special Servicer
or any of its Affiliates in connection with any services performed by such party with respect to


 






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any Mortgage Loan and Serviced
Whole Loan or REO Property, in each case, in accordance with this Agreement.


 


“Permitted Transferee”:
Any Person or any agent thereof 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 any Trust REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax
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. Tax Person or (e) a U.S. Tax 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. Tax Person.


 


“Person”:
Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Plan”:
As defined in Section 5.03(m).


 


“Pooled Available
Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication) (which, for the avoidance
of doubt, will not include any amounts received in respect of the Trust Subordinate Companion Loan):


 


(a)           
the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the
extent received by the Trust pursuant to the related Non-Serviced Pooling Agreement and/or the related Non-Serviced Co-Lender Agreement)
(including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g)
of this Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to
be deposited by the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case,
exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the
Companion Holders or the holders of the Loan-Specific Certificates), as of the close of business on the related Master Servicer
Remittance Date, exclusive of (without duplication):


 


(i)           
all Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related
Collection Period;


 


(ii)           all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following
the related Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled
recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments
for each Mortgage Loan with a Due Date occurring after the related


 






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Determination Date, subsequent to the related Due Date) allocable
to the Mortgage Loans;


 


(iii)          (A) all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii)
through (xviii), inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable
to any Person from the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive,
of Section 3.05(b); and (C) any Net Investment Earnings contained therein;


 


(iv)          with respect to the Actual/360 Mortgage Loans (other than the Trust Subordinate Companion Loan) and any Distribution Date
occurring in (1) each February or (2) any January in a year that is not a leap year (in each case, unless the related
Distribution Date is the final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance
of such Mortgage Loans as of the Due Date in the month preceding the month in which such Distribution Date occurs at the related
Net Mortgage Rate to the extent such amounts are Withheld Amounts related to the Mortgage Loans;


 


(v)           all Yield Maintenance Charges allocable to the Mortgage Loans;


 


(vi)          all amounts deposited in the Collection Account in error; and


 


(vii)         any Penalty Charges allocable to the Mortgage Loans;


 


(b)          
if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO
Accounts allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


(c)         
the aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans
with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator/Trustee Fee, Operating Advisor Fee,
CREFC® Intellectual Property Royalty License Fee and Asset Representations Reviewer Fee with respect to the Mortgage
Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


 


(d)          
with respect to the initial Distribution Date, the Interest Deposit Amount related to the Mortgage Loans; and


 


(e)          
with respect to each Actual/360 Mortgage Loan (other than the Trust Subordinate Companion Loan) and any Distribution Date
occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the Withheld Amounts related
to the Mortgage Loans remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b).


 






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Notwithstanding the investment
of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Pooled Available
Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“Pooled Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the applicable Special Servicer
(other than with respect to the 540 West Madison Whole Loan) pursuant to Section 7.01(d) (other than as a result of
the replacement of the applicable Special Servicer at the recommendation of the Operating Advisor), the Holders of Certificates
evidencing at least 75% of the aggregate Pooled Voting Rights (other than with respect to the termination of the Asset Representations
Reviewer, taking into account the application of Realized Losses and the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Certificates) of all Pooled Principal Balance Certificates on an aggregate basis.


 


“Pooled Certificates”:
Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class PEZ, Class D, Class E, Class
F, Class G, Class X-A, Class X-B and Class X-D Certificates.


 


“Pooled Certificateholder”:
A Certificateholder of a Pooled Certificate.


 


“Pooled Non-Reduced
Certificates”: means any Class of Pooled Principal Balance Certificates then-outstanding for which (a)(1) the initial
Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) any payments of principal (whether
as Principal Prepayments or otherwise) distributed to the Certificateholders of such Class of Certificates, (y) any Appraisal Reduction
Amounts allocated to such Class of Certificates and (z) any Pooled Realized Losses previously allocated to such Class of Certificates,
is equal to or greater than (b) 25% of the remainder of (1) the initial Certificate Balance of such Class of Certificates less
(2) any payments of principal (whether as Principal Prepayments or otherwise) previously distributed to the Certificateholders
of such Class of Certificates; provided, that for purposes of this definition, the Class A-S Certificates and the Class PEZ Component
A-S will be considered as if they together constitute a single “Class” of Pooled Principal Balance Certificates, the
Class B Certificates and the Class PEZ Component B will be considered as if they together constitute a single “Class”
of Pooled Principal Balance Certificates, the Class C Certificates and the Class PEZ Component C will be considered as if they
together constitute a single “Class” of Pooled Principal Balance Certificates, and the Class PEZ Certificates will
be Pooled Non-Reduced Certificates only with respect to each component thereof that is part of a Class of Pooled Non-Reduced Certificates
determined as described in this proviso.


 


“Pooled Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class
C, Class PEZ, Class D, Class E, Class F and Class G Certificates.


 


“Pooled Realized
Loss”: As defined in Section 4.04(a).


 


“Pooled Voting
Rights”: The portion of the voting rights of all of the Pooled Certificates which is allocated to any Pooled Certificate.
At all times during the term of this Agreement, the Pooled Voting Rights shall be allocated among the various Classes of Pooled


 






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Certificateholders as follows: (i) 1% in the case of the Class X-A, Class X-B and Class X-D Certificates (allocated pro
rata, based upon their respective Notional Amounts as of the date of determination) and (ii) in the case of any Pooled
Principal Balance Certificates, a percentage equal to the product of 99% and a fraction, the numerator of which is equal to the
Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the applicable Special
Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into
account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Pooled Certificates
pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution Date immediately
preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with
any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate
Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Pooled
Principal Balance Certificates, each determined as of the Distribution Date immediately preceding such time. For purposes of such
allocations, the Class A-S certificates and the Class PEZ Component A will be considered as if they together constitute a single
“Class”, the Class B certificates and the Class PEZ Component B will be considered as if they together constitute a
single “Class”, and the Class C certificates and the Class PEZ Component C will be considered as if they together constitute
a single “Class”. Voting Rights will be allocated to the Class PEZ certificates only with respect to each Class PEZ
Components that is part of a Class of Certificates determined as described in the preceding sentence. The Class R Certificates
will not be entitled to any Voting Rights.


 


“Preliminary
Asset Review Report”: As defined in Section 12.01(b).


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(j)(i).


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes.


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the following Determination Date,
the amount of interest (net of the related Servicing Fees), to the extent collected from the related Mortgagor (without regard
to any Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the
related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the Certificate Administrator/Trustee
Fee Rate, the Operating Advisor Fee Rate, the CREFC® Intellectual Property Royalty Fee Rate and the Asset Representations
Reviewer Fee Rate, on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment
(or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest
Shortfalls or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other


 






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than the Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was
subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied
to such Mortgage Loan or Serviced Whole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion
Loan in accordance with the related Co-Lender Agreement), as applicable, after the related Determination Date (or, with respect
to each Mortgage Loan or Serviced Companion Loan, as applicable, with a Due Date occurring after the related Determination Date,
the related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing Fees), to the extent
not collected from the related Mortgagor (without regard to any Yield Maintenance Charge actually collected), that would have accrued
at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole
Loan, as applicable and (y) the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations
Reviewer Fee Rate and the CREFC® Intellectual Property Royalty Fee Rate, on the amount of such Principal Prepayment
during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan or Serviced Whole
Loan, as applicable, and ending on such following Due Date. With respect to the Serviced AB Whole Loan, any Prepayment Interest
Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate Companion Loan (and, with respect to
the 540 Madison Whole Loan, first, to the related Non-Trust Subordinate Companion Loan and then, to the Trust Subordinate Companion
Loan, and correspondingly to the Loan-Specific Certificates) and then pro rata to the related Mortgage Loan and any related
Pari Passu Companion Loan.


 


“Primary Collateral”:
With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly securing such Crossed
Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Underlying Loan.


 


“Primary Servicing
Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer, which
monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall
Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined
by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate”
no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may
be in effect from time to time.


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class
PEZ, Class D, Class E, Class F, Class G, Class WM-A and Class WM-B Certificates.


 






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“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided
that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any
reimbursements of (A) Nonrecoverable Advances (including any property protection advance with respect to the Non-Serviced
Mortgage Loan under the related Non-Serviced Pooling Agreement reimbursed out of general collections on the Mortgage Loans), with
interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the
Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution
Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections
on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution
Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of
the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered
on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs).


 


“Principal Prepayment”:
Any payment of principal made by the Mortgagor on a Mortgage Loan or Trust Subordinate Companion Loan that is received in advance
of its scheduled Due Date as a result of such prepayment.


 


“Principal Shortfall”:
For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which
(a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount actually
distributed on the preceding Distribution Date in respect of such Principal Distribution Amount. The Principal Shortfall for the
initial Distribution Date will be zero.


 


“Privileged
Communications”: Any correspondence between the Directing Holder and a Special Servicer referred to in clause (i)
of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Holder and a Special Servicer related to any Specially
Serviced Mortgage Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Holder’s consent or
consultation rights under this Agreement, (ii) strategically sensitive information (including information contained within
any Asset Status Report) that the applicable Special Servicer has reasonably determined could compromise the Trust’s position
in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information subject to attorney-client
privilege. The Master Servicer, each Special Servicer, the Operating Advisor and the Asset Representations Reviewer 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


 






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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, 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 Master Servicer, the applicable Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced by an opinion
of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer, the applicable Special
Servicer, the Directing Holder (other than with respect to any Excluded Loan), the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose
such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Loan-Specific Initial Purchaser,
the Mortgage Loan Seller, the Master Servicer, each Special Servicer (including, for the avoidance of doubt, any Excluded Special
Servicer), the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or either Special
Servicer, the Operating Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations
Reviewer, any Companion Holder who provides an Investor Certification, any Person (including the Directing Holder and the Controlling
Class Representative) who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating
Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification
may be submitted electronically via the Certificate Administrator’s Website; provided, however, that in no
event may a Borrower Party (other than a Borrower Party that is the applicable Special Servicer) be entitled to receive (i) if
such party is the Directing Holder, any Controlling Class Certificateholder or any 540 West Madison Controlling Class Certificateholder,
any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s)), and (ii) if such party is not the Directing Holder, any Controlling Class Certificateholder or any 540 West Madison
Controlling Class Certificateholder, any information other than the Distribution Date Statement. In determining whether any Person
is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on direction by the
Master Servicer, either Special Servicer, the Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if a Special Servicer obtains knowledge that it is a Borrower Party, such Special Servicer shall
nevertheless be a Privileged Person; provided that such Special Servicer (i) shall not directly or indirectly provide any
information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of such Special Servicer’s
employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in
place in order to comply with the obligations described in clause (i) above; provided, further, that
nothing in this Agreement shall be construed


 






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as an obligation of the Master Servicer or the Certificate Administrator to restrict
a Special Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the applicable Special Servicer
accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further,
however, that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with
Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website) from the Master Servicer. Notwithstanding
any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation to
restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer
Loan.


 


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 


“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


 


“Property Protection
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the applicable Special Servicer, Certificate
Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and
in the case of a Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect
of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or
(b) an REO Property, including, in the case of each of clause (a) and clause (b), but not limited
to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c),
(ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation
Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of
“Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including
foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any
amount specifically designated herein to be paid as a “Property Protection Advance”. Notwithstanding anything to the
contrary, “Property Protection Advances” shall not include allocable overhead of the Master Servicer or the applicable
Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicers or the Trustee shall make any Property Protection
Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Companion Loan
under the related Co-Lender Agreement or this Agreement.


 


“Proposed Course
of Action Notice”: As defined in Section 2.03(j)(i).


 






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“Prospectus”:
The Prospectus, dated September 23, 2016.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan or Trust Subordinate Companion Loan (or any related REO Loan) (including, to the extent required
pursuant to the final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the
Mortgage Loan Purchase Agreement by the Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01,
a price, without duplication, equal to:


 


(i)          
the outstanding principal balance of such Mortgage Loan or the related Trust Subordinate Companion Loan (or any related
REO Loan (excluding for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan))
as of the date of purchase; plus


 


(ii)          
all accrued and unpaid interest on the Mortgage Loan or the related Trust Subordinate Companion Loan (or any related REO
Loan (excluding for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)),
at the related Mortgage Rate in effect from time to time (excluding any portion of such interest that represents Default Interest),
to, but not including, the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period
of purchase; plus


 


(iii)        
all related unreimbursed Property Protection Advances (including any Property Protection Advances and advance interest
amounts that were reimbursed out of general collections on the Mortgage Loans) (or, in the case of any Non-Serviced Mortgage Loan,
the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the
related Co-Lender Agreement); plus


 


(iv)        
all accrued and unpaid advance interest amounts in respect of related Advances (or, in the case of any Non-Serviced Mortgage
Loan, all comparable amounts with respect to P&I Advances related to such Non-Serviced Mortgage Loan and, with respect to
outstanding Property Protection Advances, the pro rata portion of any comparable amounts payable with respect thereto pursuant
to the related Co-Lender Agreement); plus


 


(v)          
any unpaid Special Servicing Fees, unpaid Asset Representations Reviewer Fees and any other unpaid additional Trust Fund
expenses outstanding or previously incurred in respect of the related Mortgage Loan or Trust Subordinate Companion Loan (or, in
the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan
and payable with respect thereto pursuant to the related Co-Lender Agreement), and if such Mortgage Loan or Trust Subordinate
Companion Loan is being purchased by a Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement, all expenses incurred
or to be incurred by the Master Servicer, the applicable Special Servicer, the Asset Representations Reviewer, the


 






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Depositor, the Certificate
Administrator and the Trustee in respect of the Breach or Material Defect giving rise to the repurchase or substitution obligation
(to the extent not otherwise included in the amount described in clause (iii) above);


 


(vi)         
if the Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan, any related Asset Representations Reviewer
Asset Review Fee to the extent no previously paid by the Mortgage Loan Seller; plus


 


(vii)       
 if the Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan more than 90 days following the earlier
of the responsible party’s discovery or receipt of notice of the subject material breach or material document defect, as
the case may be, a Liquidation Fee.


 


Solely with respect to
any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage
Loan and the related Companion Loan. With respect to any REO Property to be sold pursuant to Section 3.16(b), “Purchase
Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the related REO Loan
(including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e)
or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related
Mortgage Loan and Companion Loan in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the
related Co-Lender Agreement. Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A) and
subclause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion
Loan.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, Trust Subordinate Companion Loan, REO Loan or REO Property, an insurance company or security
or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength
rating of at least: (a) “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs
(which may include Moody’s, Fitch and/or KBRA) or (B) one NRSRO (which may include Moody’s, Fitch or KBRA) and A.M. Best Company,
Inc.), (b) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs
(which may include S&P, Fitch and/or KBRA) or (B) one NRSRO (which may include S&P, Fitch or KBRA) and A.M. Best Company,
Inc.) and (c) “A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-”
by one other nationally recognized insurance rating organization (which may include S&P, Moody’s or KBRA)) and (ii) with
respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c),
except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations
which are guaranteed or backed by a company having such claims paying ability) with at least one of the following ratings: (a)
“A3” by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M.
Best


 






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Company, Inc. or (e) “A(low)” by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to
the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
the applicable Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the
appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer
to become a Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,
in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) is not a special servicer that has
been cited by Moody’s as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities
in a transaction serviced by the applicable servicer prior to the time of determination, (vii) currently has a special servicer
rating of at least “CSS3” from Fitch, (viii) is not a special servicer that has been cited by KBRA as having servicing
concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer
prior to the time of determination and (ix) the applicable Special Servicer is included on S&P’s Select Servicer List
as a U.S. Commercial Mortgage Special Servicer.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan; (iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue
interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day
months); (v) have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the
remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less
than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the
“value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except in a manner that would
not be adverse to the interests of the Certificateholder) as of the date of substitution in all material respects with all of the
representations and warranties set forth in the Mortgage Loan Purchase Agreement; (viii) have an environmental report that
indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered
as a part of the related Mortgage File; (ix) have a then-current debt service coverage


 






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ratio at least equal to the greater
of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute
a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion
of Counsel (provided at the Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period
that extends to a date that is after the date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable
prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless
the Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any,
of obtaining such Rating Agency Confirmation to be paid by the Mortgage Loan Seller); (xiv) have been approved, so long as
a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan, by the
Directing Holder; (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for
a removed Mortgage Loan if it would result in an Adverse REMIC Event or the imposition of tax on any of such REMICs or the issuing
entity other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined
by an Opinion of Counsel; (xvii) have an engineering report that indicates no material adverse property condition or deferred
maintenance that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled
payments of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage
Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances
and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii)
through (xviii); provided that the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted average basis; provided, further,
that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating
Advisor Fee Rate and the Asset Representations Reviewer Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and
not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any class of Principal Balance Certificates
having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage
Loan, the Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the above
definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence of a Consultation
Termination Event, the Directing Holder.


 


“RAC No-Response
Scenario”: As defined in Section 3.25(a).


 


“RAC Requesting
Party”: As defined in Section 3.25(a).


 


“Rated Final
Distribution Date”: (a) As to each Class of Offered Certificates, the Distribution Date in October 2049, and (b)
as to the Loan-Specific Certificates, the Distribution Date in September 2034.


 


“Rating Agency”:
Each of Moody’s, Fitch, KBRA and S&P or their successors in interest. If no such rating agency nor any successor thereof
remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency
or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the
Certificate Administrator, the applicable Special Servicer and the


 






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Master Servicer, and specific ratings of Moody’s, Fitch,
KBRA and S&P) herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
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);
provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the
matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
from each Rating Agency with respect to such matter.


 


“Rating Agency
Inquiry”: As defined in Section 4.07(c).


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


 


“Realized Loss”:
The Pooled Realized Loss and/or the 540 West Madison Realized Loss, as applicable.


 


“Record Date”:
With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which Distribution
Date occurs.


 


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class D, Class E, Class F, Class G, Class X-A, Class X-B, Class
X-D, Class WM-A, Class WM-B and Class X-WM Certificates.


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such 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.


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


“Regulation AB
Servicing Officer”: Any officer or employee of the Master Servicer or either Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the applicable Special Servicer, as applicable, as such
list may from time to time be amended.


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 






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“Regulation S
Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Non-Registered Certificates
deposited with the Certificate Administrator as custodian for the Depository.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Property Protection Advances in accordance
with Section 3.03(d) and P&I Advances in accordance with Section 4.03(d), which rate per annum
shall equal the Prime Rate.


 


“Related Certificates”,
“Related Lower-Tier Regular Interests” and “Related Trust Subordinate Companion Loan REMIC Regular
Interests”: For each of the following Classes of Certificates, the related Class of Lower-Tier Regular Interests or Trust
Subordinate Companion Loan REMIC Regular Interests, as applicable; and for the following Classes of Lower-Tier Regular Interests
or Trust Subordinate Companion Loan REMIC Regular Interests, as applicable, the related Class of Certificates set forth below:


 


	
        Related
Certificates
	 	
        Related

Lower-Tier Regular Interest or Related

Trust Subordinate Companion Loan 

REMIC Regular Interest

	Class A-1 Certificates	 	Class LA1 Uncertificated Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-AB Certificates	 	Class LAAB Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E Certificates	 	Class LE Uncertificated Interest
	Class F Certificates	 	Class LF Uncertificated Interest
	Class G Certificates	 	Class LG Uncertificated Interest
	Class WM-A Certificates	 	Class LWMA Uncertificated Interest
	Class WM-B Certificates	 	Class LWMB Uncertificated Interest


 


“Relevant Distribution
Date” means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any
“significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling and
Servicing Agreement.


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached hereto.
For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to
a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the applicable Special
Servicer, the term “Relevant Servicing Criteria” may refer to a portion


 






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of the Relevant Servicing Criteria applicable
to the Master Servicer, such Special Servicer, the Trustee and/or the Certificate Administrator.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


 


“REMIC Administrator”:
The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations
(or proposed regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary
or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Rents from
Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the
Code.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage Loans other than
the 540 West Madison Mortgage Loan, the General Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee
for the benefit of the Certificateholders and with respect to any Serviced Whole Loan or Holders of the Loan-Specific Certificates,
as applicable, for the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital
Advisors, LLC, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
holders of GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, REO Account”
and (b) with respect to the 540 West Madison Mortgage Loan, the 540 West Madison Special Servicer, pursuant to and for the benefit
of the Persons specified in Section 3.14(b), which shall be titled “Trimont Real Estate Advisors, LLC, as Special
Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage
Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, REO Account”. Any such account
or accounts shall be an Eligible Account.


 


“REO Acquisition”:
The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO Disposition”:
The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO Extension”:
As defined in Section 3.14(a).


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan), deemed for purposes hereof
to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the applicable
portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part
of the Trust Fund and provides for Assumed


 






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Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions
as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation
of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on such
predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal
balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance, respectively, of
its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition. All amounts due
and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an REO Loan. All amounts
payable or reimbursable to the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the applicable Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan (other than with respect to
the 540 West Madison Whole Loan, the Trust Subordinate Companion Loan), no amounts relating to the related REO Property or REO
Loan allocable to the related Serviced Pari Passu Companion Loan, will be available for amounts due to the Certificateholders or
to reimburse the Trust, other than in the limited circumstances related to Property Protection Advances, indemnification payments,
Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced
Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate Companion Loan (other than the
Trust Subordinate Companion Loan), as set forth in the related Co-Lender Agreement.


 


“REO Property”:
A Mortgaged Property acquired by the applicable Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof
for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Co-Lender Agreement, with respect
to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the Lower-Tier
Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a Non-Serviced Mortgaged Property
acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced Trustee
or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure, acceptance
of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default
of a Mortgage Loan or Trust Subordinate Companion Loan. References herein to the applicable Special Servicer acquiring, maintaining,
managing, inspecting, insuring,


 






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selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect
to an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property.
For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund,
any Trust REMIC or the Grantor Trust.


 


“REO Revenues”:
All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


“Reporting Servicer”:
The Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or
any Servicing Function Participant engaged by such parties, as the case may be.


 


“Repurchase
Communication”: For purposes of Section 2.03(b) of this Agreement only, any communication, whether oral or
written, which need not be in any specific form.


 


“Repurchase
Request”: As defined in Section 2.03(i).


 


“Repurchase
Request Rejection:” As defined in Section 2.03(b) of this Agreement.


 


“Repurchase
Request Withdrawal”: As defined in Section 2.03(b) of this Agreement.


 


“Request for
Release”: A release signed by a Servicing Officer of the Master Servicer or the applicable Special Servicer, as applicable,
in the form of Exhibit E attached hereto.


 


“Requesting
Certificateholder”: As defined in Section 2.03(j)(iii).


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


“Residence Inn
and SpringHill Suites North Shore Co-Lender Agreement”: That certain Amended and Restated Co-Lender Agreement, dated
as of September 1, 2016, by and between the holder of the Residence Inn and SpringHill Suites North Shore Pari Passu Companion
Loans and the holder of the Residence Inn and SpringHill Suites North Shore Mortgage Loan, relating to the relative rights of such
holders of the Residence Inn and SpringHill Suites North Shore Whole Loan, as the same may be further amended in accordance with
the terms thereof.


 


“Residence Inn
and SpringHill Suites North Shore Mortgage Loan”: With respect to the Residence Inn and SpringHill Suites North Shore
Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 16 on the Mortgage Loan Schedule),
which is designated as promissory note A-2-1, and is pari passu in right of payment with the


 






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Residence Inn and SpringHill
Suites North Shore Pari Passu Companion Loan to the extent set forth in the related Co-Lender Agreement.


 


“Residence Inn
and SpringHill Suites North Shore Mortgaged Property”: The Mortgaged Property which secures the Residence Inn and SpringHill
Suites North Shore Whole Loan.


 


“Residence Inn
and SpringHill Suites North Shore Pari Passu Companion Loans”: With respect to the Residence Inn and SpringHill Suites
North Shore Whole Loan, the Companion Loans evidenced by the related promissory notes made by the related Mortgagor and secured
by the Mortgage on the Residence Inn and SpringHill Suites North Shore Mortgaged Property, which is not included in the Trust and
which is pari passu in right of payment to the Residence Inn and SpringHill Suites North Shore Mortgage Loan to the extent
set forth in the related Mortgage Loan documents and as provided in the Residence Inn and SpringHill Suites North Shore Co-Lender
Agreement.


 


“Residence Inn
and SpringHill Suites North Shore Whole Loan”: The Residence Inn and SpringHill Suites North Shore Mortgage Loan, together
with the Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loans, each of which is secured by the same Mortgage
on the Residence Inn and SpringHill Suites North Shore Mortgaged Property. References herein to the Residence Inn and SpringHill
Suites North Shore Whole Loan shall be construed to refer to the aggregate indebtedness under the Residence Inn and SpringHill
Suites North Shore Mortgage Loan and the Residence Inn and SpringHill Suites North Shore Pari Passu Companion Loans.


 


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


 


“Resolution
Failure”: As defined in Section 2.03(i)(iii).


 


“Resolved”:
With respect to a Repurchase Request, that (i) the related Material Defect has been cured, (ii) the related Mortgage Loan has been
repurchased in accordance with the Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related
Mortgage Loan in accordance with the Mortgage Loan Purchase Agreement, (iv) the Mortgage Loan Seller has made the Loss of Value
Payment, (v) a contractually binding agreement entered into between the Enforcing Servicer, on behalf of the Trust, and the Mortgage
Loan Seller that settles the Mortgage Loan Seller’s obligations under the Mortgage Loan Purchase Agreement, or (vi) the related
Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with
direct responsibility for the administration of this Agreement and, 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 and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular 


 






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matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure proceedings or enforcement proceedings against the equity collateral pledged to secure such mezzanine
loan.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchasers, Loan-Specific Initial Purchaser or Underwriters and any other distributor
(as such term is defined in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained Fee
Rate”: An amount equal to 0.0025% per annum with respect to each Mortgage Loan.


 


“Review Materials”:
As defined in Section 12.01(b).


 


“Review Package”:
A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


“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 reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder and the applicable 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”: 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).


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Mortgage Loans due during or,
if and to the extent not previously received or advanced pursuant to Section 4.03 and distributed to Certificateholders
on a preceding Distribution Date, prior to the related Collection Period and all Assumed Scheduled Payments with respect to the
Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the related Mortgagor as of
the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring


 






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or a Grace Period ending after
the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by
the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced by the
Master Servicer or the Trustee, as applicable, pursuant to Section 4.03, and (b) all Balloon Payments with respect
to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan
with a Due Date occurring, or a Grace Period ending, after the related Determination Date, the related Due Date or, last day of
such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related Master
Servicer Remittance Date), and to the extent not included in clause (a) above.


 


“Secure Data
Room”: The internet website, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), under the “Diligence Files” tab on the page relating to this transaction.


 


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


 


“Senior Certificate”:
Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate (other than the Class X-D or Class
X-WM Certificates).


 


“Service(s)”
or “Servicing”:  In accordance with Regulation AB, the act of servicing and administering the Mortgage
Loans, the Trust Subordinate Companion Loan or any other assets of the Trust by an entity (other than the Certificate Administrator
and the Trustee) 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
market.


 


“Serviced AB
Whole Loan”: The 540 West Madison Whole Loan.


 


“Serviced Companion
Loan”: Each of (a) the 540 West Madison Pari Passu Companion Loan, (b) the U.S. Industrial Portfolio Pari Passu Companion
Loans, (c) The Falls Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date), (d) the Hamilton Place
Pari Passu Companion Loan, (e) the Embassy Suites Portland Airport Pari Passu Companion Loan and (f) any AB Subordinate Companion
Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan.


 


“Serviced Companion
Noteholder”: Each of the holders of (a) the 540 West Madison Pari Passu Companion Loan, (b) the U.S. Industrial Portfolio
Pari Passu Companion Loans, (c) The Falls Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date),
(d) the Hamilton Place Pari Passu Companion Loan, (e) the Embassy Suites Portland Airport Pari Passu Companion Loan and (f) any
AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 






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“Serviced Mortgage
Loan”: Each of (a) the 540 West Madison Mortgage Loan, (b) the U.S. Industrial Portfolio Mortgage Loan, (c) The Falls
Mortgage Loan (prior to the related Servicing Shift Securitization Date) (d) the Hamilton Place Mortgage Loan and (e) the Embassy
Suites Portland Airport Mortgage Loan, as applicable.


 


“Serviced Pari
Passu Companion Loan”: Each of (a) the 540 West Madison Pari Passu Companion Loan, (b) the U.S. Industrial Portfolio
Pari Passu Companion Loans, (c) The Falls Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date),
(d) the Hamilton Place Pari Passu Companion Loan and (e) the Embassy Suites Portland Airport Pari Passu Companion Loan.


 


“Serviced Pari
Passu Companion Noteholder”: Each of the holders of (a) the 540 West Madison Pari Passu Companion Loan, (b) the U.S.
Industrial Portfolio Pari Passu Companion Loans, (c) The Falls Pari Passu Companion Loans (prior to the related Servicing Shift
Securitization Date), (d) the Hamilton Place Pari Passu Companion Loan and (e) the Embassy Suites Portland Airport Pari Passu Companion
Loan.


 


“Serviced Pari
Passu Mortgage Loan”: Each of (a) the 540 West Madison Mortgage Loan, (b) the U.S. Industrial Portfolio Mortgage Loan,
(c) The Falls Mortgage Loan (prior to the related Servicing Shift Securitization Date), (d) the Hamilton Place Mortgage Loan and
(e) the Embassy Suites Portland Airport Mortgage Loan, as applicable.


 


“Serviced Pari
Passu Whole Loan”: Each of (a) the 540 West Madison Whole Loan, (b) the U.S. Industrial Portfolio Whole Loan, (c) The
Falls Whole Loan (prior to the related Servicing Shift Securitization Date), (d) the Hamilton Place Whole Loan and (e) the Embassy
Suites Portland Airport Whole Loan, as applicable.


 


“Serviced REO
Loan”:  Any REO Loan that is serviced by the applicable Special Servicer pursuant to this Agreement.


 


 “Serviced
REO Property”:  Any REO Property that is serviced by the applicable Special Servicer pursuant to this Agreement.


 


“Serviced Securitized
Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion
Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced Whole
Loan”: Each of (a) the 540 West Madison Whole Loan, (b) the U.S. Industrial Portfolio Whole Loan, (c) The Falls Whole
Loan (prior to the related Servicing Shift Securitization Date), (d) the Hamilton Place Whole Loan and (e) the Embassy Suites Portland
Airport Whole Loan, as applicable.


 


“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Co-Lender Agreement
related to a Serviced Whole Loan.


 


“Serviced Whole
Loan Custodial Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by
the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be
entitled


 






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“Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit
of the Companion Holders of the Companion Loans, relating to the GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, Serviced Whole Loan Custodial Account”. The Serviced Whole Loan Custodial
Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying
Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the
Master Servicer and the Companion Paying Agent are the same entity, the Serviced Whole Loan Custodial Account may be the subaccount
referenced in the second paragraph of Section 3.04(b).


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion
Loan to an Other Securitization, the Master Servicer Remittance Date or such earlier date as required under the related Co-Lender
Agreement, and (y) following the contribution of such Serviced Companion Loan to an Other Securitization, the Business Day following
the determination date set forth in the related Other Pooling and Servicing Agreement or such earlier date as required under the
related Co-Lender Agreement; provided, however, that no remittance is required to be made until one (1) Business Day after receipt
of properly identified and available funds constituting the related Periodic Payment with respect to such Serviced Companion Loan.


 


“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


 


“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


 


“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 AA hereto.


 


“Servicing Fee”:
With respect to each Mortgage Loan (including the Non-Serviced Mortgage Loan), Serviced Companion Loan (other than the Non-Trust
Subordinate Companion Loan) and any REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).
No Servicing Fee will be payable in respect of the Non-Trust Subordinate Companion Loan.


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), Trust Subordinate Companion
Loan and REO Loan, a per annum rate equal to the sum of the rates set forth on the Mortgage Loan Schedule under the headings
“Servicing Fee Rate (%)” and “Subservicing Fee Rate (%)”, in each case computed on the basis of the Stated
Principal Balance of the related Mortgage Loan, Trust Subordinate Companion Loan or REO Loan in the same manner in which interest
is calculated in respect of such loans. With respect to the 540 West Madison Pari Passu Companion Loan, the “Servicing Fee
Rate” shall be a per annum rate equal to 0.0025%. With respect to the U.S. Industrial Portfolio Pari Passu Companion
Loans, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to The Falls Pari Passu
Companion Loans prior to the related Servicing Shift Securitization Date, the “Servicing Fee Rate” shall be a per
annum rate equal to 0.0025% . With


 






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respect to the Hamilton Place Pari Passu Companion Loan, the “Servicing Fee Rate”
shall be a per annum rate equal to 0.0025%. With respect to the Embassy Suites Portland Airport Pari Passu Companion Loan,
the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the Trust Subordinate Companion
Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0050%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the Mortgage Loan Seller, with respect to a Mortgage Loan and Trust Subordinate Companion Loan
and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing
File relates to any period after the Closing Date) delivered by the Mortgage Loan Seller, to the Master Servicer: (i) a copy
of any engineering reports or property condition reports; (ii) other than with respect to a hospitality property (except with
respect to tenanted commercial space within a hospitality property), copies of a rent roll and, for any office, retail, industrial
or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the Mortgage
Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding
attorney-client communications between the Mortgage Loan Seller, and its counsel that are privileged communications or constitute
legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance
policies or other applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan;
(v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on
behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related Mortgage Loan;
(vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a
copy of all environmental reports that were received by the Mortgage Loan Seller, relating to the relevant Mortgaged Property.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that a Master Servicer or the applicable Special Servicer may, for the purposes of the Exchange Act reporting
requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing
Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto.
Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicers or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear
on a list of servicing officers furnished by the Master Servicer, the Special Servicers or any Additional Servicer to the Certificate
Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to
time thereafter.


 






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“Servicing Shift
Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence
of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any
amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced Pooling Agreement pursuant to the terms of
the related Co-Lender Agreement for such Servicing Shift Whole Loan. As of the Closing Date, The Falls Pari Passu Note A-2 will
be a Servicing Shift Lead Note related to the Trust.


 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead
Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides each
of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
Pooling Agreement) with notice in accordance with the terms of the related Co-Lender Agreement that such Servicing Shift Lead Note
is to be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master
Servicer, the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee. The respective
date on which The Falls Pari Passu Note A-2 is included in a securitization trust is a Servicing Shift Securitization Date related
to the Trust (subject to the proviso in the immediately preceding sentence).


 


“Servicing Shift
Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be
serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing
agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the date of
such securitization. As of the Closing Date, The Falls Mortgage Loan will be a Servicing Shift Mortgage Loan related to the Trust.


 


“Servicing Shift
Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but the
servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization
of the related Servicing Shift Lead Note on and after the date of such securitization. As of the Closing Date, The Falls Mortgage
Loan will be a Servicing Shift Whole Loan related to the Trust.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 


“Servicing Transfer
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, the occurrence
of any of the following events:


 


(i)           
(A) with respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (1) a payment
default shall have occurred at its original Maturity Date, or (2) if the original Maturity Date of such Mortgage Loan or
Serviced Companion Loan has been extended as provided herein, a payment default shall have occurred at such extended Maturity
Date; or (B) with


 






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respect to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and
the related Mortgagor has not provided the Master Servicer or applicable Special Servicer (and the party receiving such document
shall promptly forward a copy of such document to the Master Servicer or the applicable Special Servicer, as applicable), within
sixty (60) days after the related Maturity Date, with a written and fully executed (subject only to customary final closing conditions)
commitment, letter of intent or otherwise binding application for refinancing or similar document that is in each case, binding
upon an acceptable lender or signed purchase agreement reasonably satisfactory in form and substance to the applicable Special
Servicer (and the party receiving such document shall promptly forward a copy of such document to the Master Servicer or the applicable
Special Servicer, as applicable), which provides that such refinancing or purchase will occur within one hundred-twenty (120) days
of such related Maturity Date, provided that the Mortgage Loan and any related Serviced Companion Loan, will become a Specially
Serviced Mortgage Loan immediately if the related Mortgagor fails to diligently pursue such financing or to pay any Assumed Scheduled
Payment on the related Due Date (subject to any applicable Grace Period) at any time before the refinancing or, if such refinancing
does not occur, the related Mortgage Loan and any related Serviced Companion Loan, will become a Specially Serviced Mortgage Loan
at the end of such 120-day period (or for such shorter period beyond the date on which that Balloon Payment was due within which
the refinancing is scheduled to occur pursuant to the commitment for refinancing or on which such commitment terminates); or


 


(ii)          
the Master Servicer makes a judgment, or receives from the applicable Special Servicer a written determination of the applicable
Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan, with the consent, prior to the occurrence and
continuance of any Control Termination Event, of the Directing Holder, in the case of the applicable Special Servicer), that a
payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor within thirty (30)
days; or


 


(iii)         
the Master Servicer or applicable Special Servicer (in the case of the applicable Special Servicer, with respect to any
Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with the
consent of the Directing Holder) determines that (i) a default (other than as described in clause (ii) above)
under a Mortgage Loan or related Serviced Companion Loan is imminent or reasonably foreseeable, (ii) such default will materially
impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Serviced Companion Loan
(if any) or otherwise materially adversely affect the interests of Certificateholders (and, with respect to any Serviced Whole
Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate
or pari passu nature of any Serviced Companion Loans), and (iii) the default will continue unremedied for the applicable
cure period under the terms of the Mortgage Loan or related Serviced Companion Loan, as applicable, or, if no


 






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cure period is specified
and the default is capable of being cured, for thirty (30) days (provided that such 30-day grace period does not apply to
a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan
or related Serviced Companion Loan, as applicable; provided that any determination that a Servicing Transfer Event has occurred
under this clause (iii) with respect to any Mortgage Loan or related Serviced Companion Loan solely by reason of the
failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages
or losses arising from acts of terrorism may only be made by the applicable Special Servicer (and with respect to any Mortgage
Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with the consent of
the Directing Holder); or


 


(iv)          any Periodic Payment is more than sixty (60) days delinquent; or


 


(v)           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, or the appointment of a conservator, 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, is entered against the related Mortgagor and such decree or order shall have remained
in force and it has not been stayed or discharged or dismissed within 60 days (or a shorter period if the Master Servicer or the
Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a
Control Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances
warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Loan) be transferred to special servicing); or


 


(vi)          the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)         the related Mortgagor 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; or


 


(viii)        a default of which the Master Servicer or the applicable Special Servicer, as applicable, has notice (other than a failure
by such Mortgagor to pay principal or interest) and which the Master Servicer or applicable Special Servicer (in the case of the
applicable Special Servicer, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance
of any Control Termination Event, with the consent of the Directing Holder) determines in its good faith reasonable judgment may
materially and adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan,


 






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the interests
of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu
nature of any Serviced Companion Loans), if applicable, has occurred and remained unremedied for the applicable Grace Period specified
in the related Mortgage Loan or related Serviced Companion Loan documents, other than the failure to maintain terrorism insurance
if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable
of cure, thirty (30) days); or


 


(ix)         
the Master Servicer or applicable Special Servicer has received notice of the commencement of foreclosure or foreclosure
or proposed foreclosure or similar proceedings of any lien other than the Mortgage on the related Mortgaged Property;


 


provided that any Mortgage Loan
(excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Mortgage Loan shall be a Specially
Serviced Mortgage Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Mortgage Loan. If any Serviced
Companion Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Mortgage Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Companion Loan shall
also become a Specially Serviced Mortgage Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing
Transfer Event” shall be as defined in the Non-Serviced Pooling Agreement.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Similar Law”:
As defined in Section 5.03(m).


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class E, Class F, Class G, Class WM-A and Class WM-B Certificates; provided, however,
that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class PEZ and Class D Certificates
have been retired and the Notional Amounts of the Class X-A, Class X-B, Class X-D Certificates have been reduced to zero.


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than the 540 West Madison Mortgage Loan, any Non-Serviced Mortgage Loan and
any Excluded Special Servicer Loan) and the Serviced Companion Loans, the General Special Servicer, and its successors in interest
and assigns, or any successor special servicer appointed as herein provided, (ii) the 540 West Madison Mortgage Loan, any
REO Property acquired by the Trust with respect to the 540 West Madison Mortgage Loan and any matters relating to the foregoing,
the 540 West Madison Special Servicer and (iii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer
appointed pursuant to Section 7.01(g), as applicable and as the context may require.


 






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“Special Servicer
Decision”: Collectively:


 


(a)           approving leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements
or other similar agreements for leases in excess of the lesser of 30,000 square feet and 30% of the net rentable area of the related
Mortgaged Property, so long as it is considered a “major lease” or otherwise reviewable by the lender under the related
Mortgage Loan documents;


 


(b)          approving any waiver regarding the receipt of financial statements (other than immaterial timing waivers);


 


(c)           approving annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments
to affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related
Mortgage Loan (excluding any Non-Serviced Mortgage Loans) or Serviced Whole Loan);


 


(d)          
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage
Loans) or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with
respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating
to transfers of interests in the Mortgagor the existing collateral or material modifications of the existing collateral), (ii)
a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would
permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal
prepayment; provided that the foregoing is not otherwise a Major Decision;


 


(e)           any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held
as “performance”, “earn-out”, “holdback” or similar escrows or reserves with respect to any of the
Mortgage Loans or Serviced Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans or Serviced Whole Loans
which are non-Specially Serviced Mortgage Loans, any routine and/or customary escrow and reserve fundings or disbursements for
which the satisfaction of performance-related criteria or lender discretion is not required or permitted pursuant to the terms
of the related loan documents (for the avoidance of doubt, other than as set forth in clause (f) below, any request with respect
to a Mortgage Loan or Serviced Whole Loan that is a non-Specially Serviced Mortgage Loan for the funding or disbursement of ordinary
course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant
to an approved lease, each in accordance with the loan documents or any other funding or disbursement as mutually agreed upon by
the Master Servicer and Special Servicer, will not constitute a Special Servicer Decision;


 






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(f)          
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in
the case of certain Mortgage Loans whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate (but
excluding tax and insurance escrows), at the related origination date, 10% of the initial principal balance of such Mortgage Loan
(which Mortgage Loans are identified on Schedule 3 to this Agreement), except for the routine funding of tax payments and insurance
premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced Mortgage Loan);


 


(g)          
in circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage
Loan documents have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to
incur additional debt in accordance with the terms of the related Mortgage Loan documents;


 


(h)         
in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of
the Mortgage Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan;
provided that, in any case, Special Servicer Decisions will not include (i) the release, substitution or addition of collateral
securing any Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such
collateral; or (ii) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material
portion of the Mortgaged Property; provided that such release or substitution or addition of collateral is not a Major Decision;


 


(i)           
agreeing to any modification or amendment to any ground lease or any subordination, non-disturbance and attornment agreement
relating to any ground lease or any entry into a new ground lease with respect to a Mortgaged Property or determining whether to
cure any default by a Mortgagor under a ground lease; and


 


(j)           
approving easements or rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s
ability to make payments with respect to the related Mortgage Loan;


 


provided, however,
with respect to clause (d) of this definition (1) the Master Servicer shall evaluate and process requests for any modifications
described in sub-clauses (i) and (ii) of such clause (d) and obtain the consent or deemed consent of the Special Servicer as provided
in the this Agreement and (2) the Special Servicer shall evaluate and process and/or consent to requests for any modifications
described in sub-clause (iii) of such clause (d).


 


Notwithstanding
the foregoing, the Master Servicer and the applicable Special Servicer may mutually agree as provided in this Agreement that the
Master Servicer shall process any of the foregoing matters with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan that is a non-Specially Serviced Loan.
If the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall


 






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process a Special Servicer
Decision with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a
non-Specially Serviced Mortgage Loan, the Master Servicer shall obtain the Special
Servicer’s prior consent (or deemed consent) to such Special Servicer Decision.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the
fee payable to the applicable Special Servicer pursuant to Section 3.11(b).


 


“Special Servicing
Fee Rate”: With respect to any Specially Serviced Mortgage Loan or REO Property, a rate equal to (a) 0.25% per
annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced
Mortgage Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less
than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Mortgage Loan or
REO Property shall be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month
with respect to such Specially Serviced Mortgage Loan or REO Property.


 


“Specially Serviced
Mortgage Loan”: As defined in Section 3.01(a).


 


“Startup Day”:
The day designated as such in Section 10.01(b).


 


“Stated Principal
Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination, an
amount equal to (x) the Cut-off Date Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan (or in the
case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan (or Trust Subordinate Companion
Loan) after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether
or not received) minus (y) the sum of:


 


(i)           
the principal portion of each Periodic Payment due on such Mortgage Loan or Trust Subordinate Companion Loan after the
Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution), to the
extent received from the Mortgagor or advanced by the Master Servicer;


 


(ii)          
all Principal Prepayments received with respect to such Mortgage Loan or Trust Subordinate Companion Loan after the Cut-off
Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution);


 


(iii)         
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage
Loan or Trust Subordinate Companion Loan and Liquidation Proceeds received with respect to such Mortgage Loan or Trust Subordinate
Companion Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month
of substitution); and


 






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(iv)          any reduction in the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan resulting
from a Deficient Valuation or a modification of such Mortgage Loan or Trust Subordinate Companion Loan pursuant to the terms and
provisions of this Agreement that occurred prior to the end of the Collection Period for the most recent Distribution Date.


 


With respect to any REO
Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination, an amount equal
to (x) the Stated Principal Balance of the predecessor Mortgage Loan or Trust Subordinate Companion Loan as of the date of
the related REO Acquisition, minus (y) the sum of:


 


(i)           
the principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)         
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan or Trust Subordinate Companion Loan, as applicable), Liquidation Proceeds and REO Revenues received with respect to such
REO Loan.


 


A Mortgage Loan, Trust
Subordinate Companion Loan or an REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan shall be deemed
to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which the payments
or other proceeds, if any, received in connection with a Liquidation Event in respect thereof are to be (or, if no such payments
or other proceeds are received in connection with such Liquidation Event, would have been) distributed to Certificateholders.


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated
Principal Balances of the related Mortgage Loan and the related Companion Loan on such date.


 


With respect to any REO
Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Co-Lender 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 market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicers, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificate.


 






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“Subordinate
Companion Holder”: The holder of any of the AB Subordinate Companion Loans.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicers or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Master Servicer, the Special Servicers or an Additional Servicer under this
Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the applicable Special Servicer, as the case may be,
and any Sub-Servicer relating to servicing and administration of Mortgage Loans and the Trust Subordinate Companion Loan as provided
in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan or Trust Subordinate Companion Loan, being replaced calculated as
of the date of substitution over the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application
of all scheduled payments of principal and interest due during or prior to the month of substitution. In the event that one or
more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed
Mortgage Loans or Trust Subordinate Companion Loan, as applicable, the Substitution Shortfall Amount shall be determined as provided
in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) or Trust Subordinate Companion
Loan, as applicable, being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Supplemental
Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto
as Exhibit H, which list sets forth the following information with respect to each Mortgage Loan:


 


(i)           
the Mortgagor’s name;


 


(ii)          
property type;


 


(iii)         
the original balance;


 


(iv)         
the origination date;


 


(v)          
the original and remaining amortization term;


 


(vi)         
whether such Mortgage Loan has a guarantor;


 


(vii)        
whether such Mortgage Loan is secured by a letter of credit;


 


(viii)       
the original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;


 






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(ix)         
the grace period with respect to both default interest and late payment charges;


 


(x)          
whether such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies;


 


(xi)         
whether an operation and maintenance plan exists and, if so, what repairs are required;


 


(xii)        
whether a cash management agreement or lock-box agreement is in place;


 


(xiii)       
the number of units, pads, rooms or square feet of the Mortgaged Property;


 


(xiv)       
the amount of the monthly payment due on the first Due Date following the Closing Date;


 


(xv)        
the interest accrual basis;


 


(xvi)       
Administrative Cost Rate;


 


(xvii)      
whether the Mortgage Loan is secured by a Ground Lease without the Overlapping Fee Interest;


 


(xviii)     
whether the Mortgage Loan is secured by a Ground Lease and the Overlapping Fee Interest;


 


(xix)        
whether the related Mortgage Loan is a defeasance loan; and


 


(xx)         
whether such Mortgage Loan is part of any Serviced Whole Loan, in which case the information required by clauses (xiv)
and (xv) above shall also be set forth for the Companion Loan in such Serviced Whole Loan; provided that, if there are no Serviced
Whole Loans, the information in this clause will not be required to be included on the Supplemental Servicer Schedule.


 


Such list may be in the
form of more than one list, collectively setting forth all of the information required.


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax Returns”:
The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099,
as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other


 






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information,
reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary Regulation S
Book-Entry Certificate”: As defined in Section 5.02(a).


 


“The Falls Co-Lender
Agreement”: That certain Agreement between Noteholders, dated as of September 1, 2016 by and among the holders of The
Falls Pari Passu Companion Loans and the holder of The Falls Mortgage Loan, relating to the relative rights of such holders of
The Falls Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“The Falls Mortgage
Loan”: With respect to The Falls Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage
Loan No. 4 on the Mortgage Loan Schedule), which is designated as promissory note A-4, and is pari passu in right of payment
with The Falls Pari Passu Companion Loans to the extent set forth in The Falls Co-Lender Agreement.


 


“The Falls Mortgaged
Property”: The Mortgaged Property that secures The Falls Whole Loan.


 


“The Falls Pari
Passu Companion Loans”: With respect to The Falls Whole Loan, the Companion Loans evidenced by promissory notes A-1,
A-2 and A-3 made by the related Mortgagor and secured by the Mortgage on The Falls Mortgaged Property, which are not included in
the Trust and which are pari passu in right of payment to The Falls Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in The Falls Co-Lender Agreement.


 


“The Falls Pari
Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of The Falls Whole Loan. The Falls
Pari Passu Note A-1 is held by UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 10019.


 


“The Falls Pooling
and Servicing Agreement”: This Agreement, for so long as The Falls Whole Loan is serviced pursuant to this Agreement
and, on and after the related Servicing Shift Securitization Date, the related Non-Serviced Pooling Agreement for The Falls Pari
Passu Note A-1.


 


“The Falls Whole
Loan”: The Falls Mortgage Loan, together with The Falls Pari Passu Companion Loans, each of which is secured by the same
Mortgage on The Falls Mortgaged Property. References herein to The Falls Whole Loan shall be construed to refer to the aggregate
indebtedness under The Falls Mortgage Loan and The Falls Pari Passu Companion Loans.


 


“Tranche Percentage
Interest”: The percentage ownership interest in a Class PEZ Regular Interest evidenced by an Exchangeable Certificate,
which is equal to the ratio, expressed as a percentage, of (a) the Certificate Balance of that Certificate (or, in the case of
a Class PEZ Certificate, the Certificate Balance of the related Class PEZ Component with the same letter


 






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designation as such Class
PEZ Regular Interest) to (b) the outstanding Certificate Balance of such Class PEZ Regular Interest.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate,
which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “GS Mortgage Securities Trust 2016-GS3”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and the Trust
Subordinate Companion Loan as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan
replacing a removed Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole
Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date
(or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property
(to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing
a Non-Serviced Whole Loan acquired under the related Non-Serviced Pooling Agreement; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the applicable
Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with
respect to the Mortgage Loans and the Trust Subordinate Companion Loan required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans and the Trust Subordinate Companion Loan
(to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the
Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the Collection Account (to the
extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,
the Class PEZ Distribution Account, the Trust Subordinate Companion Loan REMIC Distribution Account, the Interest Reserve Account,
the


 






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Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO
Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under the Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the Trust Subordinate Companion Loan REMIC Regular Interests; (xiii) the Interest Deposit Amount; (xiv) $100 to
be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-WM Certificates;
and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


“Trust REMIC”:
As defined in the Preliminary Statement.


 


“Trust Subordinate
Companion Loan”: With respect to the 540 West Madison Whole Loan, the Companion Loan evidenced by the promissory note
B made by the related Mortgagor and secured by the Mortgage on the 540 West Madison Mortgaged Property, which is included in the
Trust and which is subordinate in right of payment to the 540 West Madison Mortgage Loan and the 540 West Madison Pari Passu Companion
Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 540 West Madison Co-Lender Agreement.


 


“Trust Subordinate
Companion Loan Control Termination Event”: Shall be deemed to exist with respect to the 540 West Madison Whole Loan,
if and for so long as: (a)(1) the initial principal balance of the Trust Subordinate Companion Loan minus (2) the sum (without
duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the
Trust Subordinate Companion Loan after the date of creation of the Trust Subordinate Companion Loan, (y) any Appraisal Reduction
Amount for the 540 West Madison Whole Loan that is allocated to the Trust Subordinate Companion Loan and (z) any losses realized
with respect to any related Mortgaged Property or the 540 West Madison Whole Loan that are allocated to the Trust Subordinate Companion
Loan, is less than (b) 25% of the remainder of the (i) initial principal balance of the Trust Subordinate Companion Loan less (ii)
any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the Trust Subordinate
Companion Loan Holder on the Trust Subordinate Companion Loan after the date of creation of the Trust Subordinate Companion Loan.


 


“Trust Subordinate
Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, which consist of the Trust
Subordinate Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect thereto, the related portions
of the REO Account, and the Trust Subordinate Companion Loan REMIC Distribution Account.


 


“Trust Subordinate
Companion Loan REMIC Distribution Account”: With respect to the Trust Subordinate Companion Loan, the segregated trust
account or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on behalf of the
Trustee) pursuant to Section 3.04(h) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator on behalf of Wells Fargo


 






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Bank, National Association, as Trustee, for the benefit of the registered
holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, Trust
Subordinate Companion Loan REMIC Distribution Account,” and which must be an Eligible Account or a subaccount of an Eligible
Account.


 


“Trust Subordinate
Companion Loan REMIC Distribution Amount”: As defined in Section 4.01(b).


 


“Trust Subordinate
Companion Loan REMIC Regular Interests”: Any of the Class LWMA and Class LWMB Uncertificated Interests.


 


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


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator/Trustee Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion
Loan or the Stated Principal Balance of any Companion Loan.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Goldman Sachs & Co., Academy Securities, Inc., Citigroup Global Markets Inc. and Drexel Hamilton, LLC.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United States
Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was
made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued
interest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if
applicable, REO


 






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Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination
Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was
previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of
GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, Upper-Tier REMIC
Distribution Account”. Any such account or accounts shall be an Eligible Account.


 


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


 


“U.S. Industrial
Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of September 1, 2016, by and between the holder
of the U.S. Industrial Portfolio Pari Passu Companion Loans and the holder of the U.S. Industrial Portfolio Mortgage Loan, relating
to the relative rights of such holders of the U.S. Industrial Portfolio Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“U.S. Industrial
Portfolio Mortgage Loan”: With respect to the U.S. Industrial Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory note A-1,
and is pari passu in right of payment with the U.S. Industrial Portfolio Pari Passu Companion Loans to the extent set forth
in the related Co-Lender Agreement.


 


“U.S. Industrial
Portfolio Mortgaged Property”: The Mortgaged Property which secures the U.S. Industrial Portfolio Whole Loan.


 


“U.S. Industrial
Portfolio Pari Passu Companion Loans”: With respect to the U.S. Industrial Portfolio Whole Loan, the Companion Loans
evidenced by the related promissory notes A-2, A-3 and A-4 made by the related Mortgagor and secured by the Mortgage on the U.S.
Industrial Portfolio Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment
to the U.S. Industrial Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in
the U.S. Industrial Portfolio Co-Lender Agreement.


 


“U.S. Industrial
Portfolio Whole Loan”: The U.S. Industrial Portfolio Mortgage Loan, together with the U.S. Industrial Portfolio Pari
Passu Companion Loans, each of which is secured by the same Mortgage on the U.S. Industrial Portfolio Mortgaged Property. References
herein to the U.S. Industrial Portfolio Whole Loan shall be construed to refer to the aggregate


 






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indebtedness under the U.S. Industrial
Portfolio Mortgage Loan and the U.S. Industrial Portfolio Pari Passu Companion Loans.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or 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. Tax 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. Tax Persons).


 


“Veritas Multifamily
Pool 1 Co-Lender Agreement”: That certain Amended and Restated Co-Lender Agreement, dated as of May 1, 2016, by and between
the holder of the Veritas Multifamily Pool 1 Pari Passu Companion Loans, the holder of the Veritas Multifamily Pool 1 Mortgage
Loan and the holder of the Veritas Multifamily Pool 1 Subordinate Companion Loan, relating to the relative rights of such holders
of the Veritas Multifamily Pool 1 Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Veritas Multifamily
Pool 1 Mortgage Loan”: With respect to the Veritas Multifamily Pool 1 Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is designated as promissory note A-3,
and is pari passu in right of payment with the Veritas Multifamily Pool 1 Pari Passu Companion Loans to the extent set forth
in the related Co-Lender Agreement. The Veritas Multifamily Pool 1 Subordinate Companion Loan is subordinate to the Veritas Multifamily
Pool 1 Mortgage Loan.


 


“Veritas Multifamily
Pool 1 Mortgaged Property”: The Mortgaged Property which secures the Veritas Multifamily Pool 1 Whole Loan.


 


“Veritas Multifamily
Pool 1 Pari Passu Companion Loans”: With respect to the Veritas Multifamily Pool 1 Whole Loan, the Companion Loans evidenced
by the promissory notes A-1 and A-2 made by the related Mortgagor and secured by the Mortgage on the Veritas Multifamily Pool 1
Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment to the Veritas Multifamily
Pool 1 Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Veritas Multifamily
Pool 1 Co-Lender Agreement.


 


“Veritas Multifamily
Pool 1 Subordinate Companion Loan”: With respect to the Veritas Multifamily Pool 1 Whole Loan, the Companion Loan evidenced
by the promissory note made by the related Mortgagor and secured by the Mortgage on the Veritas Multifamily Pool 1 Mortgaged Property,
which is not included in the Trust and which is subordinate in right of payment to the Veritas Multifamily Pool 1 Mortgage Loan
and the Veritas Multifamily Pool 1 Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and
as provided in the Veritas Multifamily Pool 1 Co-Lender Agreement.


 






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“Veritas Multifamily
Pool 1 Whole Loan”: The Veritas Multifamily Pool 1 Mortgage Loan, together with the Veritas Multifamily Pool 1 Pari Passu
Companion Loans and the Veritas Multifamily Pool 1 Subordinate Companion Loan, each of which is secured by the same Mortgage on
the Veritas Multifamily Pool 1 Mortgaged Property. References herein to the Veritas Multifamily Pool 1 Whole Loan shall be construed
to refer to the aggregate indebtedness under the Veritas Multifamily Pool 1 Mortgage Loan, the Veritas Multifamily Pool 1 Pari
Passu Companion Loans and the Veritas Multifamily Pool 1 Subordinate Companion Loan.


 


“Veritas Multifamily
Pool 2 Co-Lender Agreement”: That certain Amended and Restated Agreement between Noteholders, dated as of May 1, 2016,
by and between the holder of the Veritas Multifamily Pool 2 Pari Passu Companion Loan, the holder of the Veritas Multifamily Pool
2 Mortgage Loan and the holder of the Veritas Multifamily Pool 2 Subordinate Companion Loan, relating to the relative rights of
such holders of the Veritas Multifamily Pool 2 Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Veritas Multifamily
Pool 2 Mortgage Loan”: With respect to the Veritas Multifamily Pool 2 Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 17 on the Mortgage Loan Schedule), which is designated as promissory note A-2,
and is pari passu in right of payment with the Veritas Multifamily Pool 2 Pari Passu Companion Loan to the extent set forth
in the related Co-Lender Agreement. The Veritas Multifamily Pool 2 Subordinate Companion Loan is subordinate to the Veritas Multifamily
Pool 2 Mortgage Loan.


 


“Veritas Multifamily
Pool 2 Mortgaged Property”: The Mortgaged Property which secures the Veritas Multifamily Pool 2 Whole Loan.


 


“Veritas Multifamily
Pool 2 Pari Passu Companion Loan”: With respect to the Veritas Multifamily Pool 2 Whole Loan, the Companion Loan evidenced
by the promissory note A-1 made by the related Mortgagor and secured by the Mortgage on the Veritas Multifamily Pool 2 Mortgaged
Property, which is not included in the Trust and which is pari passu in right of payment to the Veritas Multifamily Pool
2 Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Veritas Multifamily Pool
2 Co-Lender Agreement.


 


“Veritas Multifamily
Pool 2 Subordinate Companion Loan”: With respect to the Veritas Multifamily Pool 2 Whole Loan, the Companion Loan evidenced
by the promissory note made by the related Mortgagor and secured by the Mortgage on the Veritas Multifamily Pool 2 Mortgaged Property,
which is not included in the Trust and which is subordinate in right of payment to the Veritas Multifamily Pool 2 Mortgage Loan
and the Veritas Multifamily Pool 2 Pari Passu Companion Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the Veritas Multifamily Pool 2 Co-Lender Agreement.


 


“Veritas Multifamily
Pool 2 Whole Loan”: The Veritas Multifamily Pool 2 Mortgage Loan, together with the Veritas Multifamily Pool 2 Pari Passu
Companion Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan, each of which is secured by the same Mortgage on
the Veritas Multifamily Pool 2 Mortgaged Property. References herein to the Veritas Multifamily Pool 2 Whole Loan shall be construed
to refer to the aggregate indebtedness


 






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under the Veritas Multifamily Pool 2 Mortgage Loan, the Veritas Multifamily Pool 2 Pari
Passu Companion Loan and the Veritas Multifamily Pool 2 Subordinate Companion Loan.


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 1%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date
of determination) and (ii) in the case of any Principal Balance Certificates, a percentage equal to the product of 99% and
a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of
determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor
pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Appraisal Reduction
Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as
of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance
(and solely in connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant
to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional
reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)
hereof) of the Principal Balance Certificates, each determined as of the Distribution Date immediately preceding such time. For
purposes of such allocations, the Class A-S certificates and the Class PEZ Component A will be considered as if they together constitute
a single “Class”, the Class B certificates and the Class PEZ Component B will be considered as if they together constitute
a single “Class”, and the Class C certificates and the Class PEZ Component C will be considered as if they together
constitute a single “Class”. Voting Rights will be allocated to the Class PEZ certificates only with respect to each
Class PEZ Components that is part of a Class of Certificates determined as described in the preceding sentence. The Class R Certificates
will not be entitled to any Voting Rights.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the
Net Mortgage Rates in effect for the Mortgage Loans (including the related REO Loans) as of their respective Due Dates in the month
preceding the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances
immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“WM-R Interest”:
The uncertificated residual interest in the Trust Subordinate Companion Loan REMIC, represented by the Class R Certificates.


 






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“Whole Loan”:
Any of (i) the Veritas Multifamily Pool 1 Whole Loan, (ii) the Veritas Multifamily Pool 2 Whole Loan, (iii) the
Street Whole Loan, (iv) the Panorama Corporate Center Whole Loan or (v) the Residence Inn and SpringHill Suites North
Shore Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, the amount of any Advances
made with respect to such Mortgage Loan or Trust Subordinate Companion Loan on or before the date such Mortgage Loan or Trust Subordinate
Companion Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then constitute) a Corrected
Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance (and
accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which
Mortgage Loan or Trust Subordinate Companion Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: A rate equal to the lesser of (a) 1.0% with respect to any Corrected Loan, and (b) such lower rate as
would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than Default
Interest) on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, from the date such
Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then-related maturity
date (or if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each
expected payment of principal and interest (other than Default Interest) on the related Mortgage Loan (or Serviced Whole Loan,
if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including
the then related maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout
Fee equal to $25,000 when applied to each expected payment of principal and interest (other than Default Interest) on the related
Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable)
becomes a Corrected Loan through and including the then related maturity date); provided that no Workout Fee will be payable
by the issuing entity with respect to any Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced
Mortgage Loan under clause (ii) or clause (iii) of the definition of “Servicing Transfer Event” (and no other clause
of that definition) and no event of default actually occurs, unless the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan is modified by the special servicer in accordance with the terms of the Pooling and Servicing Agreement;
provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only


 






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because of an event described in clause (i) of the definition of “Servicing Transfer Event” as a result of a payment
default at maturity and the related collection of interest and principal is received within 90 days following the related maturity
date in connection with the full and final pay-off or refinancing of the related Mortgage Loan or Serviced Whole Loan, the special
servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related borrower in
connection with such workout. The Workout Fee with respect to any Specially Serviced Mortgage Loan that becomes a Corrected Loan
will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect to such Mortgage Loan
or Serviced Whole Loan as described in the definition of “Excess Modification Fees”, but only to the extent those fees
have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or REO Loan, the yield maintenance charge or prepayment premium set forth
in the related Mortgage Loan documents; provided that no amounts shall be considered Yield Maintenance Charges until there
has been a full recovery of all principal, interest and other amounts then due under such Mortgage Loan or REO Loan.


 


“YM Group”:
YM Group A or YM Group B, as applicable.


 


“YM Group A”:
As defined in Section 4.01(e)(i) of this Agreement.


 


“YM Group B”:
As defined in Section 4.01(e)(i) of this Agreement.


 


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)           
All calculations of interest (other than as provided in the related Mortgage Loan documents or with respect to the Loan-Specific
Certificates) provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)          
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the
Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable,
are deemed to be received on the date they are applied in accordance with the Servicing Standard consistent with the terms of
the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan or Trust Subordinate
Companion Loan, as applicable, on which interest accrues.


 


(iii)        
Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date
shall refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving
effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a), (b) and (c),
(b) any Realized Losses allocated to such Class of Principal Balance Certificates (other than the Loan-Specific Certificates)
or any 540 West Madison Realized Losses


 






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allocated to the Loan-Specific Certificates, as applicable, on that Distribution Date pursuant
to Section 4.04, and (c) any recoveries on the related Mortgage Loans or the Trust Subordinate Companion Loan,
as applicable, of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections on
the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries are allocated to
such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)          All net present value calculations and determinations made with respect to a Mortgage Loan, Trust Subordinate Companion
Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”)
shall be made in accordance with the Mortgage Loan documents or, in the event the Mortgage Loan documents are silent, using a
discount rate (a) for principal and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale
of a Defaulted Mortgage Loan or Trust Subordinate Companion Loan, as applicable, by the applicable Special Servicer, the highest
of (x) the rate determined by the Master Servicer or the applicable Special Servicer, as applicable, that approximates the
market rate that would be obtainable by the Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination,
(y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding
principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other
cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of
such Appraisal) of the related Mortgaged Property.


 


(v)           Any reference to “expense of the trust” or “additional trust fund expense” or words of similar
import shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related
Co-Lender Agreement or, if no application is specified in the related Co-Lender Agreement, then, to the extent such Co-Lender
Agreement refers to this Agreement for the application of trust expenses or such Co-Lender Agreement does not prohibit the following
application of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to
the Trust and Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal Balances of the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first,
to the related AB Subordinate Companion Loan (and with respect to the 540 West Madison Whole Loan, first, to the Non-Trust
Subordinate Companion Loan and then, to the Trust Subordinate Companion Loan) and then, to the Trust.


 


[End of Article I]


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans and the Trust Subordinate Companion Loan.


 






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(a)          
The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS
Mortgage Securities Trust 2016-GS3, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over
and otherwise convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of
the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit
of the Depositor, in, to and under (i) the Mortgage Loans and the Trust Subordinate Companion Loan identified on the Mortgage
Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e) and 5(f)), 6 (other than Section 6(a)(viii)
and 6(i)) and, to the extent related to the foregoing, 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage Loan Purchase Agreement,
(iii) the Co-Lender Agreements, (iv) $100 to be deposited in the Upper-Tier REMIC Distribution Account in respect of the Class X-WM
Certificates and (v) all escrow accounts, lock-box Accounts and all other assets included or to be included in the Trust Fund
for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on or with
respect to the Mortgage Loans and the Trust Subordinate Companion Loan (in each case, other than payments of principal, interest
and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan on or before the Cut-Off Date).
Such assignment of each Mortgage Loan that is part of a Whole Loan is further subject to the terms and conditions of the applicable
Other Pooling and Servicing Agreement (if any) and each Co-Lender Agreement. The transfer of the Mortgage Loans and the Trust Subordinate
Companion Loan and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute
a sale.


 


(b)          
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor
shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit with the Custodian
(on behalf of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan and the Trust Subordinate Companion
Loan, with copies to be delivered, within five (5) Business Days after the Closing Date, to the Master Servicer (other than with
respect to the Non-Serviced Mortgage Loans) and the applicable Special Servicer; provided, however, that copies of
any document in the Mortgage File that also constitutes a Designated Servicing Document shall be delivered to the Master Servicer
(other than with respect to the Non-Serviced Mortgage Loans) on or before the Closing Date. None of the Certificate Administrator,
the Trustee, the Custodian, the Master Servicer or the applicable Special Servicer shall be liable for any failure by the Mortgage
Loan Seller or the Depositor to comply with the document delivery requirements of the Mortgage Loan Purchase Agreement and this
Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to letters of credit (exclusive of those
relating to Non-Serviced Mortgage Loans), the Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer
shall hold the original (or copy, if such original has been submitted by the Mortgage Loan Seller to the issuing bank to effect
an assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer)
for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder, that may be required in
order for the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of the Certificateholders
and, if applicable, the related Serviced Companion Noteholder, in accordance with the applicable terms thereof and/or of the related
Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable) and the Mortgage Loan Seller shall be deemed
to have satisfied any delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering
with respect to any letter(s) of credit


 






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a copy thereof to the Custodian together with an Officer’s Certificate of the Mortgage
Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s Certificate from the
Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit
referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on
behalf of the Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder,
in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the Mortgage Loan Seller shall deliver
the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the Mortgage Loan Seller
has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days
of the Closing Date. The Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required
in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of the Certificateholders
and, if applicable, the related Serviced Companion Noteholder, and shall cooperate with the reasonable requests of the Master Servicer
or the applicable Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior
to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders and, if applicable, the related Serviced Companion Noteholder.


 


After the Depositor’s
transfer of the Mortgage Loans and the Trust Subordinate Companion Loan to the Trustee pursuant to this Section 2.01(b),
the Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.


 


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


 


(c)          
The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase
Agreement that, except with respect to any Non-Serviced Mortgage Loan, it shall cause AMO to record and file at the Mortgage Loan


 






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Seller’s expense, in the appropriate public office for real property records or UCC financing statements, as appropriate
(or, with respect to any assignments that the Custodian has agreed to record or file pursuant to this Agreement, deliver to the
Custodian for such purpose and cause the Custodian to record and file), each related assignment of Mortgage and assignment of Assignment
of Leases, in favor of the Trustee referred to in clause (4) of the definition of “Mortgage File” and each related
UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”. This subsection (c) shall
not apply to any Non-Serviced Mortgage Loan because the documents referred to herein have been assigned to an Other Trustee.


 


The Depositor hereby
represents and warrants that the Mortgage Loan Seller has covenanted in the Mortgage Loan Purchase Agreement as to each Mortgage
Loan and the Trust Subordinate Companion Loan (exclusive of the Non-Serviced Mortgage Loans), that if it cannot deliver or cause
to be delivered the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the
definition of “Mortgage File” solely because of a delay caused by the public recording or filing office where such
document or instrument has been delivered for recordation or filing, as applicable, a copy of the original certified by the Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian.
Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the
previous paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent
following recording (or, alternatively, to the Mortgage Loan Seller or its designee, in which case the Mortgage Loan Seller shall
deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that,
in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of
Leases, the Mortgage Loan Seller shall obtain therefrom and deliver to the Custodian a certified copy of the recorded original.
On a monthly basis, at the expense of the Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each
of the aforementioned assignments following the Custodian’s receipt thereof.


 


If the Custodian has
received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Custodian shall forward the same to the Mortgage Loan Seller (pursuant to the Mortgage Loan
Purchase Agreement) and the Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute therefor or to
cure such defect, as the case may be, and the Mortgage Loan Seller shall record or file, or cause AMO to record or file, or with
respect to any assignments the Custodian has agreed to file as described above, to deliver to the Custodian the substitute or corrected
document. The Custodian shall upon receipt from the Mortgage Loan Seller cause the same to be duly recorded or filed, as appropriate.


 


(d)          
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor
shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement) to deliver to and deposit (or cause to
be delivered and deposited) with the Master Servicer within five (5) Business Days after the Closing Date, (i) a copy of the
Mortgage File, (ii) all documents and records not otherwise required to be contained in the Mortgage File that (A) relate
to the origination and/or servicing and administration of the Mortgage Loans (other than the Non-Serviced Mortgage Loan) or the
related Serviced Companion Loans, (B) are reasonably necessary for the ongoing administration and/or servicing


 






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of the Mortgage
Loans (including any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with
the rating of the Certificates) and the Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder
of the Mortgage Loans and the Serviced Companion Loans or holders of interests therein and (C) are in the possession or under
the control of the Mortgage Loan Seller, and (iii) all unapplied Escrow Payments and reserve funds in the possession or under the
control of the Mortgage Loan Seller that relate to the Mortgage Loans or any related Serviced Companion Loans, together with a
statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan or to the Serviced Companion Loans,
provided that copies of any document in the Mortgage File and any other document, record or item referred to above in this
sentence that constitutes a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date;
provided, further, that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged
or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications
or evaluations. In addition, attached as Exhibit H to this Agreement is the Supplemental Servicer Schedule. The Master
Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders
(and, insofar as they also relate to the Serviced Companion Loan, on behalf of and for the benefit of the applicable Companion
Holder).


 


(e)          
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver,
and hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date,
a fully executed original counterpart of the Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or
modification, on the Closing Date.


 


(f)           
The Custodian with respect to the Serviced Whole Loans, shall also hold the related Mortgage File for the use and benefit
of the Companion Holders.


 


(g)          
The parties to this Agreement acknowledge and agree, with respect to each Mortgage Loan that is part of a Serviced Whole
Loan and each Non-Serviced Mortgage Loan, that the Trust assumes the obligations and rights of the holder of such Mortgage Loan
under the respective Co-Lender Agreement and any applicable Other Pooling and Servicing Agreement.


 


(h)          
It is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)           
The Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, the Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence Files for each Mortgage Loan to the Depositor by uploading such Diligence
Files (including, if applicable, any additional documents that the Mortgage Loan Seller believes should be included to enable the
Asset Representations Reviewer to perform an Asset Review on such Mortgage Loan or Trust Subordinate Companion Loan; provided
that such documents are clearly labeled and identified) to the Intralinks Site each such Diligence File being organized and categorized
in accordance with the electronic file structure reasonably requested by the Depositor. Promptly upon completion of such delivery
of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the Mortgage Loan Seller shall provide
to each of the Depositor, the Master Servicer, the Special Servicers, the Trustee, the Certificate


 






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Administrator, the Custodian,
the Directing Holder, the Asset Representations Reviewer and the Operating Advisor, to the addresses provided herein, an officer’s
certificate signed by the Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Intralinks
Site constitute all documents required under the definition of “Diligence File” (the “Diligence File Certification”)
and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably requested by
the Depositor.


 


(j)           
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with a Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant
to this Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier
of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance
with the related Non-Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole
Loan becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date, in which case assignments and
recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing
Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon)
until the earlier of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with
the related Non-Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan
becoming a Specially Serviced Mortgage Loan prior to such Servicing Shift Securitization Date in which case such amendment shall
be effected in accordance with the terms of this Section 2.01, and (3) on and following such Servicing Shift Securitization
Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall
be (a) entitled to direct in writing, via a Request for Release, which may be conclusively relied upon by the Custodian, the Custodian
to deliver the originals of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession (other
than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced
Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian
of photocopies of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee
or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause
(1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name
of the related Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required
to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled
to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the
Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (9), (12) (14) and (18) of
the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.


 


Section 2.02     Acceptance
by Trustee. (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through
the Custodian on its behalf, of (i) the Mortgage Loans and the Trust Subordinate Companion Loan and all documents delivered
to it that constitute portions of the related Mortgage Files (to the extent such documents constituting the Mortgage Files are
actually delivered to the Trustee or Custodian)


 






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and (ii) all other assets delivered to it and included
in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or the Custodian on its behalf holds
and will hold such documents and any other documents subsequently received by it that constitute portions of the Mortgage Files,
and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans and the Trust Subordinate Companion Loan
and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in
trust for the exclusive use and benefit of all present and future Certificateholders and, if applicable, the Companion Holders
pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Whole Loan, the Custodian shall also hold
the portion of such Mortgage File that relates to the Companion Loan in such Serviced Whole Loan in trust for the use and benefit
of the related Companion Holder. In connection with the foregoing, the Custodian hereby certifies to each of the other parties
hereto, the Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan and the Trust Subordinate
Companion Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are
in its possession or the possession of the Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied
by a lost note affidavit, the copy of such Note) received by it or the Custodian with respect to such Mortgage Loan has been
reviewed by it or by the Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate)
and (C) purports to relate to such Mortgage Loan or the Trust Subordinate Companion Loan.


 


(b)          
On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the
90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of
the Closing Date, (ii) the day on which all material exceptions have been removed and (iii) the day on which the Mortgage
Loan Seller has repurchased or substituted for the last affected Mortgage Loan or the Trust Subordinate Companion Loan), the Custodian
shall review the documents delivered to it with respect to each Mortgage Loan and the Trust Subordinate Companion Loan, and the
Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement and the terms of
the Mortgage Loan Purchase Agreement, certify in writing (substantially in the form of Exhibit Q to this Agreement)
to each of the other parties hereto, the Mortgage Loan Seller, each Underwriter and each Initial Purchaser (and upon request, in
the case of a Serviced Whole Loan, to the related Companion Holder) that, as to each Mortgage Loan and the Trust Subordinate Companion
Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification):
(i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to the
Non-Serviced Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the definition
of “Mortgage File” are in its possession or the Mortgage Loan Seller has otherwise satisfied the delivery requirements
in accordance with the Mortgage Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section 2.01(c)
of this Agreement has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents);
(iii) all documents received by the Custodian with respect to such Mortgage Loan and the Trust Subordinate Companion Loan
have been reviewed by the Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or
corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate)
and (C) purport to relate to such Mortgage Loan and the Trust Subordinate Companion Loan; and (iv) based on the examinations
referred to in Section 2.02(a)


 






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of this Agreement and this Section 2.02(b) and only as to the foregoing
documents (together with any loan agreement that has been delivered by the Mortgage Loan Seller), the information set forth in
the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage
Loan Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses (2),
(3), (4) and (6) of the definition of “Mortgage File” if the original of such document is not
in the Custodian’s possession because it has not been returned from the applicable recording office, then the Custodian’s
certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original. If the Custodian’s
obligation to deliver the certifications contemplated in this subsection terminates because two years have elapsed since the Closing
Date, the Custodian shall deliver a comparable certification to any party hereto, the Companion Holder and any Underwriter and
any Initial Purchaser on request.


 


(c)          
It is acknowledged that none of the Trustee, the Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates
or other papers relating to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding,
enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their
face. Furthermore, none of the Trustee, the Master Servicer, the applicable Special Servicer, the Certificate Administrator or
the Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable
form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.


 


(d)          
It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that
the documents specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced
Mortgage Loans), (5), (7), (15) and (20) (for any Mortgage Loan that is part of a Whole Loan) of the
definition of “Mortgage File” have been received, appear regular on their face and such additional information as will
be necessary for delivering the certifications required by Sections 2.02(a) and 2.02(b) of this Agreement.


 


(e)          
If, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the
Mortgage File or Servicing File for any Mortgage Loan or the Trust Subordinate Companion Loan, the Depositor shall promptly deliver
such document to the Custodian with a copy to the Master Servicer (if it constitutes part of the Servicing File).


 


Section 2.03     Representations,
Warranties and Covenants of the Depositor; Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans and the Trust
Subordinate Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The
Depositor hereby represents and warrants that:


 


(i)           
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the


 






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failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute,
deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority
to sell, assign and transfer the Mortgage Loans and the Trust Subordinate Companion Loan in accordance with this Agreement; the
Depositor has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this
Agreement;


 


(ii)          
Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights
of indemnification hereunder, by considerations of public policy;


 


(iii)          Neither the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions
hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with
or result in a breach of, or constitute a default under, the certificate of incorporation or by-laws of the Depositor or, after
giving effect to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the
provisions of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result
in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental
body, which has not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A)
above or this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any transactions
contemplated by this Agreement;


 


(iv)          There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge,
threatened against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of
which could be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the Trust Subordinate
Companion Loan or the ability of the Depositor to carry out the transactions contemplated by this Agreement;


 


(v)           The Depositor is not transferring the Mortgage Loans and the Trust Subordinate Companion Loan to the Trustee with any intent
to hinder, delay or defraud its present or future creditors;


 






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(vi)          No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)         Immediately prior to the transfer of the Mortgage Loans and the Trust Subordinate Companion Loan to the Trustee for the
benefit of the Certificateholders pursuant to this Agreement, the Depositor had such right, title and interest in and to each
Mortgage Loan and the Trust Subordinate Companion Loan as was transferred to it by the Mortgage Loan Seller pursuant to the Mortgage
Loan Purchase Agreement;


 


(viii)        The Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate
Companion Loan (as such was transferred to it by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement) to
any Person other than the Trustee; and


 


(ix)           The Depositor is transferring all of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate
Companion Loan (as such was transferred to it by the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement) to
the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests
and other encumbrances created by or through the Depositor.


 


(b)          
If the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the
Operating Advisor (solely in its capacity as operating advisor) discovers (without implying any duty of such person to make, or
to attempt to make, such a discovery) or receives notice alleging (A) that any document constituting a part of a Mortgage
File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”)
or (B) a breach of any representation or warranty of the Mortgage Loan Seller made pursuant to Section 6(c) of the Mortgage
Loan Purchase Agreement with respect to any Mortgage Loan or the Trust Subordinate Companion Loan (a “Breach”),
then such Person shall give prompt written notice thereof to the Mortgage Loan Seller, the Directing Holder (prior to the occurrence
and continuance of a Consultation Termination Event), the other parties hereto, any related Companion Holder (if applicable) and,
subject to Section 13.10 of this Agreement, each of the Rating Agencies (to the extent notice has not previously been
delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or
any such Document Defect is deemed in accordance with Section 2.03(c) of this Agreement to materially and adversely
affect, the value of the related Mortgage Loan or the Trust Subordinate Companion Loan (or any related REO Property) or the interests
of the Certificateholders therein or causes any Mortgage Loan (and/or the Trust Subordinate Companion Loan, as the case may be)
to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material Document Defect”
or such Breach shall constitute a “Material Breach”; and a Material Breach and/or a Material Document Defect,
as the case may be, shall constitute a “Material Defect”) as the case may be. The Master Servicer or the applicable
Special Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially
Serviced Mortgage Loans) shall determine, with respect to any affected Mortgage Loan or REO Loan or the Trust Subordinate Companion
Loan, as applicable, whether a Document Defect or a


 






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Breach is a Material Defect. The Master Servicer or the applicable Special
Servicer may (but will not be obligated to) consult with the Master Servicer or the applicable Special Servicer regarding any determination
of a Material Defect for a Non-Specially Serviced Mortgage Loan. If such Document Defect or Breach has been determined to be a
Material Defect then the applicable Special Servicer or Trust Subordinate Companion Loan shall give prompt written notice thereof
to the Mortgage Loan Seller, the other parties hereto and (for so long as no Consultation Termination Event is continuing) the
Directing Holder. Promptly upon becoming aware of any Material Defect (including through a written notice given by any party to
this Agreement), the Master Servicer (if the related Mortgage Loan is a Performing Loan) or applicable Special Servicer (if the
related Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall require the Mortgage Loan Seller, not later
than 90 days from the earlier of (a) the earlier of the Mortgage Loan Seller’s discovery or receipt of notice of,
and receipt of a demand to take action with respect to, such Material Defect, or (b) in the case of a Material Defect relating
to a Mortgage Loan not being a Qualified Mortgage, any party’s discovery of such Material Defect (such 90-day period, the
“Initial Cure Period”), to (i) cure such Material Defect in all material respects (which cure shall include
payment of losses and any Additional Trust Fund Expenses associated therewith, including the amount of any fees and reimbursable
expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan or Trust Subordinate Companion
Loan) (ii) repurchase the affected Mortgage Loan or REO Loan (or the Trust’s interest therein with respect to any Mortgage
Loan that is part of a Whole Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection
Account or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the related Whole Loans, for
which no substitution shall be permitted) for such affected Mortgage Loan (provided that in no event shall any such substitution
occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account,
any Substitution Shortfall Amount in connection therewith, all in conformity with the Mortgage Loan Purchase Agreement and this
Agreement; provided, that the Mortgage Loan Seller shall not repurchase the Trust Subordinate Companion Loan without repurchasing
the related Mortgage Loan; provided, however, that if (i) such Material Defect is capable of being cured but
not within such Initial Cure Period, (ii) such Material Defect is not related to any Mortgage Loan’s not being a Qualified
Mortgage and (iii) the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect
within such Initial Cure Period, then the Mortgage Loan Seller shall have an additional 90 days (such additional 90-day period,
the “Extended Cure Period”) to complete such cure or, in the event of a failure to so cure, to complete such
repurchase or substitution (it being understood and agreed that, in connection with the Mortgage Loan Seller’s receiving
such Extended Cure Period, the Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the applicable
Special Servicer, the Operating Advisor and the Certificate Administrator setting forth the reasons such Material Defect was not
cured within the Initial Cure Period and what actions the Mortgage Loan Seller is pursuing in connection with the cure of such
Material Defect and stating that the Mortgage Loan Seller anticipates that such Material Defect will be cured within such Extended
Cure Period); and provided, further, that, if any such Material Defect is still not cured after the Initial Cure
Period and any such Extended Cure Period solely due to the failure of the Mortgage Loan Seller to have received the recorded document,
then the Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase or substitution obligations in respect
of such Document Defect so long as the Mortgage Loan Seller certifies to the Trustee, the applicable


 






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Special Servicer, the Operating
Advisor and the Certificate Administrator every 30 days thereafter that the Document Defect is still in effect solely because
of its failure to have received the recorded document and that the Mortgage Loan Seller is diligently pursuing the cure of such
defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond
the date that is 18 months following the Closing Date. If the affected Mortgage Loan or Trust Subordinate Companion Loan is to
be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase
Price are to be wired. If the affected Mortgage Loan or Trust Subordinate Companion Loan is to be substituted for, the Master Servicer
shall designate the Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount are to
be wired. Any such repurchase or substitution of a Mortgage Loan or Trust Subordinate Companion Loan shall be on a whole loan,
servicing released basis. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related
Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan or Trust Subordinate Companion
Loan being repurchased or replaced, and received by the Master Servicer or the applicable Special Servicer on behalf of the Trust,
after the related Cut-off Date through, but not including, the related date of repurchase or substitution, shall be part of the
Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due
Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan or Trust Subordinate Companion
Loan being repurchased or replaced and received by the Master Servicer or the applicable Special Servicer on behalf of the Trust
after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master
Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution within two Business Days following receipt
of properly identified and available funds constituting such Periodic Payment. From and after the date of substitution, each Qualified
Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder
for all purposes. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or
in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, theatre or
fitness center (operated by a Mortgagor), then the failure to deliver to the Custodian copies of the UCC financing statements with
respect to such Mortgage Loan shall not be a Material Defect.


 


If the Mortgage Loan
Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan or Trust Subordinate
Companion Loan, makes a cash payment pursuant to an agreement or a settlement between the Mortgage Loan Seller and the Master Servicer
(in the case of Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (in the case of Specially Serviced Mortgage
Loans) on behalf of the Trust (and, with respect to any Mortgage Loan or Trust Subordinate Companion Loan other than an Excluded
Loan or a Servicing Shift Mortgage Loan, with the consent of the Directing Holder if no Control Termination Event has occurred
and is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan or Trust
Subordinate Companion Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to
be applied in accordance with Section 3.05(g) of this Agreement. The applicable Special Servicer shall determine the
amount of any applicable Loss of Value Payment (with the consent of the Directing Holder in respect of any Mortgage Loan or Trust
Subordinate Companion Loan that is not an Excluded Loan and for so long as no Control Termination Event


 






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has occurred and is continuing)
and, in the case of any Repurchase Request with respect to Non-Specially Serviced Mortgage Loans prior to the occurrence of a Resolution
Failure, shall communicate such amount to the Master Servicer for its enforcement action with the Mortgage Loan Seller. In connection
with any such determination with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall promptly provide
the applicable Special Servicer but in any event within the time frame and in the manner provided in Section 3.19,
with the Servicing File to the extent set forth in Section 3.19 in order to permit the applicable Special Servicer
to calculate the Loss of Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall include the
portion of any Liquidation Fees payable to the applicable Special Servicer in respect of such Loss of Value Payment and the portion
of fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan
or Trust Subordinate Companion Loan. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy
available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation
of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan or
Trust Subordinate Companion Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only
to a mutual agreement or settlement between the Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially Serviced
Mortgage Loans) or the applicable Special Servicer (in the case of Specially Serviced Mortgage Loans) on behalf of the Trust, provided,
that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller, the Master
Servicer or the applicable Special Servicer, from exercising any of its rights related to a Material Defect in the manner and timing
set forth in the Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right
to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan), (ii) such Loss of Value Payment
shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage
Loan or Trust Subordinate Companion Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
or Trust Subordinate Companion Loan to be treated as a qualified mortgage) may not be cured by a Loss of Value Payment.


 


The cure, repurchase
and substitution obligations or the obligation to pay the Loss of Value Payment described herein will constitute the sole remedy
available to the certificateholders in connection with a material breach of any representation or warranty or a material document
defect with respect to any Mortgage Loan or Trust Subordinate Companion Loan. None of the Depositor, the Underwriters, the Master
Servicer, the applicable Special Servicer the Trustee, the Certificate Administrator or any other person will be obligated to repurchase
or replace any affected Mortgage Loan or Trust Subordinate Companion Loan or make a Loss of Value Payment in connection with a
breach of any of the representations and warranties or a document defect if the Mortgage Loan Seller defaults on its obligations
to do so.


 


If the applicable Special
Servicer or the Depositor receives (i) a Repurchase Communication of a request or demand for repurchase or replacement of
any Mortgage Loan or Trust Subordinate Companion Loan alleging a Document Defect or Breach (any such request or demand, a “15Ga-1
Repurchase Request”) or (ii) a Repurchase Communication of a withdrawal of a 15Ga-1 Repurchase Request of which
notice has been previously received or given and


 






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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 Mortgage Loan
Seller, the other parties hereto, the Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event),
any Companion Holder (if applicable) and, subject to Section 13.10 of this Agreement, each of the Rating Agencies (to
the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the applicable Special Servicer
receives a Repurchase Communication that any Mortgage Loan or Trust Subordinate Companion Loan that was subject of a 15Ga-1 Repurchase
Request has been repurchased or replaced (a “Repurchase”), or that such 15Ga-1 Repurchase Request has been rejected
(a “Repurchase Request Rejection”), then the applicable Special Servicer shall (in accordance with the following
paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the Depositor, the Mortgage Loan Seller unless
it is the entity that has repurchased or replaced the subject Mortgage Loan or rejected such 15Ga-1 Repurchase Request, and unless
it is the party that notified the applicable Special Servicer thereof, the Certificate Administrator and the Trustee.


 


Each notice of a 15Ga-1
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant
to this Section 2.03(b) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business
Days after receipt of a Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or
Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan, (ii) the
date that the Repurchase Communication regarding the 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection was received, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in
the 15Ga-1 Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the applicable Special Servicer with respect
to a 15Ga-1 Repurchase Request, a statement as to whether the applicable Special Servicer currently plans to pursue such 15Ga-1
Repurchase Request.


 


If the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase
Communication of a 15Ga-1 Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection,
then such party shall promptly forward such Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection to the applicable Special Servicer (with respect to any Mortgage Loan or REO Loan) and,
prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder, and include the following statement
in the related correspondence: “This is a Repurchase Communication regarding [a “15Ga-1 Repurchase Request”]
[a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under
Section 2.03(b) of the Pooling and Servicing Agreement relating to the GS Mortgage Securities Trust 2016-GS3 Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, requiring action by you as the recipient of such [15Ga-1 Repurchase Request] [Repurchase
Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication
of a 15Ga-1 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the applicable Special
Servicer pursuant to the foregoing provisions of this paragraph, the applicable Special Servicer shall be deemed to be the recipient
of such Repurchase Communication of such 15Ga-1


 






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Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request
Rejection, and the applicable Special Servicer shall comply with the notice procedures set forth in the preceding paragraphs of
this Section 2.03(b) with respect to such Repurchase Communication of such 15Ga-1 Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection.


 


No Person that is required
to provide a 15Ga-1 Notice pursuant to this Section 2.03(b) (a “15Ga-1 Notice Provider”) shall
be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines.
The Mortgage Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(b)
is so provided only to assist the Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1,
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 2.03(b) 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 the 15Ga-1 Notice
Provider may have with respect to the Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request
that is the subject of a 15Ga-1 Notice.


 


On or before the Closing
Date, the Depositor shall deliver to the Master Servicer a copy of the Mortgage Loan Purchase Agreement, which the Master Servicer
shall provide to each Sub-Servicer.


 


With respect to each
Non-Serviced Mortgage Loan, the parties to this Agreement agree that if a “material document defect” exists with respect
to a Non-Serviced Companion Loan under the Other Pooling and Servicing Agreement and the Mortgage Loan Seller (or other responsible
repurchasing entity) repurchases the related Companion Loan pursuant to the Other Pooling and Servicing Agreement, the Mortgage
Loan Seller shall also repurchase such Non-Serviced Mortgage Loan; provided, however, that such repurchase obligation does not
apply to any “material document defect” related solely to the promissory note for such Companion Loan.


 


(c)          
Subject to the Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of the Mortgage Loan Seller to
deliver the documents referred to in clauses (1), (2), (7), (8), (18) and (19) in
the definition of “Mortgage File” in accordance with this Agreement and the Mortgage Loan Purchase Agreement for any
Mortgage Loan or Trust Subordinate Companion Loan shall be deemed a Material Document Defect; provided, however,
that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document
Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement
of the lender’s rights or remedies under the related Mortgage Loan or Trust Subordinate Companion Loan, defending any claim
asserted by any Mortgagor or third party with respect to the Mortgage Loan or Trust Subordinate Companion Loan, establishing the
validity or priority of any lien on any collateral securing the Mortgage or Trust Subordinate Companion Loan or for any immediate
significant servicing obligation.


 






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(d)          
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or a
Trust Subordinate Companion Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer and the applicable Special Servicer shall each tender to the Mortgage Loan Seller, upon delivery to each of
them of a receipt executed by the Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage
File and other documents (including, without limitation, the Servicing File), and all escrows and reserve funds, pertaining to
such Mortgage Loan or Trust Subordinate Companion Loan possessed by it, and each document that constitutes a part of the Mortgage
File shall be endorsed or assigned to the extent necessary or appropriate to the Mortgage Loan Seller or its designee in the same
manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate
forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to
the Trustee on behalf of the Trust or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage
Loan or Trust Subordinate Companion Loan and the security thereof to the Mortgage Loan Seller or its designee; provided
that such tender by the Trustee and the Custodian shall be conditioned upon its receipt (and such receipt shall be deemed to be
the Master Servicer’s direction to the Trustee and the Custodian to) from the Master Servicer of a Request for Release and
an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master
Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf
of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(d),
and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to the
Non-Serviced Mortgage Loans) in connection with the repurchase of, or substitution for, an REO Loan and the Trustee shall execute
and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the
Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or subcontractors.
The parties to this Agreement acknowledge that the Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute
Mortgage Loan is substituted for a Mortgage Loan or Trust Subordinate Companion Loan by the related Mortgage Loan Seller as contemplated
by this Section 2.03, the Mortgage Loan Seller will be required to deliver to the Custodian the Mortgage File and to
the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it
and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition
of “Qualified Substitute Mortgage Loan” in this Agreement.


 


(e)          
The Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Certificate
Administrator or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any
Mortgage Loan or Trust Subordinate Companion Loan.


 


(f)          
If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect, as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
will be deemed to constitute a Material Defect or Breach as to any other Crossed Underlying Loan in the related Crossed Mortgage
Loan Group for purposes of this paragraph,


 






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and the Mortgage Loan Seller will be required to repurchase or substitute for such other
Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other
Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying
Loans in such Crossed Mortgage Loan Group satisfy the aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(f) and Section 2.03(g), all other terms of the related
Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(g)         
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased
pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria,
(ii) in connection with such partial release, the Mortgage Loan Seller obtains an Opinion of Counsel (at the Mortgage Loan
Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection
with such partial release, the Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications
to the Mortgage prepared and executed in connection with such partial release.


 


(h)         
With respect to any Crossed Underlying Loan, to the extent that the Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(b) while the Trustee continues to hold any other
Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the Mortgage Loan Seller and the Master Servicer or, with
respect to a Specially Serviced Mortgage Loan, the applicable Special Servicer, on behalf of the Trustee, as assignee of the Depositor,
will, as set forth in the Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary
Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage
Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so
long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral.
If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the
Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing
the relevant Mortgage Loan can be modified in a manner that complies with the Mortgage Loan Purchase Agreement to remove the threat
of material impairment as a result of the exercise of remedies.


 






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(i)           
(i)  In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor (solely
in its capacity as the Operating Advisor) or the Custodian that a Mortgage Loan or Trust Subordinate Companion Loan be repurchased
by the Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan or Trust Subordinate
Companion Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such
party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the applicable Special Servicer,
and the Enforcing Servicer, shall promptly forward that Certificateholder Repurchase Request to the Mortgage Loan Seller and each
other party to this Agreement and take the actions required under Section 2.03(j). Subject to Section 2.03(j),
the Enforcing Servicer shall be the Enforcing Party with respect to the Certificateholder Repurchase Request. If a Resolution Failure
occurs with respect to the Certificateholder Repurchase Request, the provisions described in Section 2.03(j)(i) shall
apply.


 


(ii)            In
the event that the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Defect with respect to a Mortgage
Loan or Trust Subordinate Companion Loan, that party shall deliver prompt written notice of such Material Defect to each other
party to this Agreement, identifying the applicable Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis
for such allegation (a “PSA Party Repurchase Request” and, each of a Certificateholder Repurchase Request or
a PSA Party Repurchase Request, a “Repurchase Request”), and the Enforcing Servicer shall promptly forward
such PSA Party Repurchase Request to the Mortgage Loan Seller. Subject to Section 2.03(j), the Enforcing Servicer
shall be the Enforcing Party with respect to the PSA Party Repurchase Request. If a Resolution Failure occurs with respect to
the PSA Party Repurchase Request, the provisions described below under Section 2.03(j) shall apply.


 


(iii)           In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”) shall be deemed to have occurred. Receipt of the Repurchase Request shall be
deemed to occur two (2) Business Days after the Repurchase Request is sent to the Mortgage Loan Seller.


 


(iv)           Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
applicable Special Servicer, the Controlling Class Representative or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Mortgage Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action
Notice”) to the applicable Special Servicer, indicating the Master Servicer’s analysis and recommended course
of action with respect to such Repurchase Request, along with the Servicing File and all information, documents (but excluding
the original documents constituting the Mortgage File) and records (including records stored electronically) relating to such
Mortgage Loan or Serviced Whole Loan, as applicable, and reasonably requested by the applicable Special Servicer to enable it
to assume its duties hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Mortgage Loan. Upon receipt
of such


 






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Master
Servicer Proposed Course of Action Notice and such Servicing File, the applicable Special Servicer shall become the Enforcing
Servicer with respect to such Repurchase Request.


 


(j)           
(i) After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan or Trust Subordinate
Companion Loan (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement),
the Enforcing Servicer will be required to send a notice (a “Proposed Course of Action Notice”) to the Initial
Requesting Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request,
and to the Certificate Administrator, who shall make such notice available to all other Certificateholders and Certificate Owners
(by posting such notice on the Certificate Administrator’s Website) indicating the Enforcing Servicer’s intended course
of action with respect to the Repurchase Request (the “Proposed Course of Action”). If the Master Servicer is
the Enforcing Servicer, the Master Servicer may (but shall not be obligated to) consult with the applicable Special Servicer and
(for so long as no Consultation Termination Event has occurred) the Directing Holder regarding any Proposed Course of Action. Such
notice shall include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course
of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within
30 days of the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration,
(b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer (either
as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party)
shall be compelled to follow the course of action agreed to and/or proposed by the majority of the responding Certificateholders
that involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that responding Certificateholders
will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked
“agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions
for responding Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator. The Certificate
Administrator shall, within three (3) Business Days after the expiration of the 30-day response period, tabulate the responses
received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only
count responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action and additional
verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(j) shall be limited solely to tabulating Certificateholder responses
of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to
impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders. If (a) the Enforcing
Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise
rights against the Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if
any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to


 






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mediation (including
nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further
action to exercise rights against the Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing
Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver
to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days
from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.
In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing
Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s
initial Proposed Course of Action indicating a recommendation to undertake mediation or arbitration, such responses shall be considered
Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining the course
of action proposed by the majority of Certificateholders.


 


(ii)          
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate
Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing
Party, shall be the sole party obligated and entitled to determine a course of action, including but not limited to, enforcing
the Trust’s rights against the Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Holder
pursuant to Section 6.08.


 


(iii)         
Promptly and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses
(a) or (b), a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult
with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation
(including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the
“Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the
Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions
to occur and be completed no later than 10 Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard
relating to the timing and extent of such consultations. No later than 5 Business Days after completion of the Dispute Resolution
Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise
its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)         
If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing


 






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Party and remain obligated
under this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)          
If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely delivers a Final Dispute
Resolution Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder
or holders of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions
relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant
to the terms of this Agreement within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the Mortgage Loan Purchase Agreement;
provided, however, that such Material Defect shall not be deemed waived with respect a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under
clause (ii), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party obligated
and entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights against the Mortgage
Loan Seller.


 


(vi)         
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(j) will
not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with
respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of
Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute
of limitations.


 


(vii)        
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the Mortgage Loan Seller; provided that the degree and extent to
which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer
in consultation with the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing
and an Excluded Loan is not involved, and in accordance with the Servicing Standard. For the avoidance of doubt, the Depositor,
the Mortgage Loan Seller and any of their


 






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respective Affiliates shall not be entitled to be an Initial Requesting Certificateholder
or a Requesting Certificateholder.


 


(k)           
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)           
The mediation shall be administered by a nationally recognized mediation services provider selected by the Mortgage Loan
Seller (such provider, the “Mediation Services Provider”) in accordance with published mediation procedures
(the “Mediation Rules”) promulgated by the Mediation Services Provider.


 


(ii)          
The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of
experience in commercial litigation, and either, commercial real estate finance or commercial mortgage-backed securitization matters
or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Mediation Services
Provider. Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider each party will have
the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)         
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
10 Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)         
The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the
Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(l)            
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)           
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the Mortgage
Loan Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)          
The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years
of experience in commercial litigation, and either commercial real estate finance or commercial mortgage-backed securitization
matters or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Arbitration
Services Provider. Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each
party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators
in order of preference. The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list
respecting the preference choices of the parties to the extent possible.


 






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(iii)          Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)          After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)           Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good
faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably
and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions
(excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided, that the arbitrator shall have the
ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause
is shown that such additional discovery is reasonable and necessary.


 


(vi)          The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)         By
selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)        No
person may bring a putative or certified class action to arbitration.


 






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(m)         
The following provisions will apply to both mediation and third-party arbitration:


 


(i)            Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)           If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly
notify the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)          In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding will be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation
Termination Event has not occurred and is continuing and an Excluded Loan is not involved, and in accordance with the Servicing
Standard. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and
deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the
event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s
decision or the agreement reached in mediation, neither the


 






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Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Certificateholder.


 


(v)           In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder to pay any expenses allocated
to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation
proceedings.


 


(vi)          The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or the Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)         For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the applicable
Special Servicer to perform its obligations with respect to a Specially Serviced Mortgage Loan or the exercise of any rights of
a Directing Holder.


 


(viii)        Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as Trust Fund expenses.


 


Section 2.04     Execution
of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Trust Subordinate Companion Loan REMIC Regular
Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate
Companion Loan and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files
and a fully executed original counterpart of the Mortgage Loan Purchase Agreement, together with the assignment to it of all
of the other assets included in the Trust Subordinate Companion Loan REMIC, the Lower-Tier REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans and the Trust Subordinate Companion
Loan and the other assets comprising the Trust Subordinate Companion Loan REMIC and the Lower-Tier REMIC, receipt of which is
hereby acknowledged, the Trustee (i) acknowledges the issuance of the Trust Subordinate Companion Loan REMIC Regular
Interests and the WM-R Interest to the Depositor in exchange for the Trust Subordinate Companion Loan; (ii) acknowledges
the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor in exchange for the Mortgage
Loans; (iii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below);
(iv) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests and the Trust Subordinate
Companion Loan REMIC Regular Interests to the Upper-Tier REMIC; and (v) immediately thereafter, in exchange for the
Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests, the Trustee acknowledges that
it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar


 






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 to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor,
the Regular Certificates (other than the Exchangeable Certificates), the Class PEZ Regular Interests and the Class R Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing
the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the WM-R Interest, the
Class LR Interest and the Class UR Interest); and (vi) the Trustee acknowledges that it has caused the Certificate
Administrator to issue the Exchangeable Certificates and has caused the Certificate Registrar to execute and cause the Authenticating
Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by
it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion
of the Grantor Trust.


 


Section 2.05     Creation
of the Grantor Trust. The portions of the Trust Fund consisting of (i) the Class A-S Specific Grantor Trust Assets, undivided
beneficial ownership of which will be represented by the Class A-S Certificates, (ii) the Class B Specific Grantor Trust Assets,
undivided beneficial ownership of which will be represented by the Class B Certificates, (iii) the Class C Specific Grantor Trust
Assets, undivided beneficial ownership of which will be represented by the Class C Certificates and (iv) the Class PEZ Specific
Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class PEZ Certificates, shall be treated
as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01     The
Master Servicer to Act as Master Servicer; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans,
the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicers shall diligently
service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion
Loans (including, for the avoidance of doubt, the Trust Subordinate Companion Loan) and the applicable REO Properties (other than
any REO Property related to a Non-Serviced Mortgage
Loan) it is obligated to service in accordance with applicable law, this Agreement, the Mortgage Loan documents and the related
Co-Lender Agreements on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, (i) in
the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests)
and (ii) in the case of the Trust Subordinate Companion Loan, the Holders of the Loan-Specific Certificates and the Trustee, in
each case, as a collective whole, taking into account the subordinate or pari passu nature of such Companion Loans (as
determined by the Master Servicer or the applicable Special Servicer, as the case may be, in its reasonable judgment), in accordance
with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related
mezzanine debt, the related Co-Lender Agreement) and the terms of the respective Mortgage


 






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Loans and, if applicable, the related Companion
Loan, taking into account the subordinate or pari passu nature of the Companion Loan. With respect to each Serviced Whole
Loan, in the event of a conflict between this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall
control; provided that in no event shall the Master Servicer or the applicable Special Servicer, as the case may be, take
any action or omit to take any action in accordance with the terms of any Co-Lender Agreement that would cause the Master Servicer
or such Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. The General Special Servicer
shall be the Special Servicer with respect to all the Mortgage Loans (other than the 540 West Madison Mortgage Loan), any Serviced
Companion Loan and other related assets in the Trust and, as such, shall service and administer such Mortgage Loans, any Serviced
Companion Loan and such other assets as shall be required of the applicable Special Servicer hereunder and under any related Co-Lender
Agreement. The 540 West Madison Special Servicer shall be the Special Servicer with respect to the 540 West Madison Mortgage Loan
and other related assets in the Trust and, as such, shall service and administer such 540 West Madison Mortgage Loan and such other
assets as shall be required of the applicable Special Servicer hereunder. For purposes of this Agreement and any references to
the duties and obligations of the Special Servicers, any references to Mortgage Loans in the context of such duties and/or obligations
shall be deemed to refer solely to the Mortgage Loans serviced by the applicable Special Servicer and no other Mortgage Loan, Serviced
Companion Loan or other related asset in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent
with the foregoing, the Master Servicer and the applicable Special Servicer shall service the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the
same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or such Special Servicer,
as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care,
skill, prudence and diligence with which the Master Servicer or such Special Servicer, as the case may be, services and administers
similar mortgage loans owned by the Master Servicer or such Special Servicer, as the case may be, with a view to the (A) the timely
recovery of all payments or principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially
Serviced Mortgage Loan or an REO Property, maximization of timely recovery of principal and interest on a net present value basis
on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best
interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders
and the holder or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari
passu nature of the related Companion Loan), as determined by the Master Servicer or the applicable Special Servicer, as the
case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice
of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard
to any conflict of interest arising from: (i) any relationship that the Master Servicer, the applicable Special Servicer,
as the case may be, or any Affiliate of the Master Servicer or such Special Servicer, as the case may be, may have with any Mortgagor
or any Affiliate of such Mortgagor, the Mortgage Loan Seller, the originators or any other parties to this Agreement or any Affiliate
of the foregoing; (ii) the ownership of any Certificate (or any interest


 






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in any Companion Loan, mezzanine loan, or subordinate
debt relating to a Mortgage Loan) by the Master Servicer, the applicable Special Servicer or any Affiliate of the Master Servicer
or such Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the
right of the Master Servicers or the applicable Special Servicers, as the case may be, or any of its Affiliates to receive compensation
for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership,
servicing or management for others of (a) the Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan or (b) any
other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the
Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master
Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an
Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage
Loan or any related Companion Loan the Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates,
may have; and (viii) any obligation of the Master Servicer or the applicable Special Servicer, or any of their respective Affiliates,
to repurchase or substitute for a Mortgage Loan as a mortgage loan seller (if the Master Servicer or such Special Servicer or any
of their respective Affiliates is a mortgage loan seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken
regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Mortgage Loan”) or as otherwise provided herein
with respect to Non-Specially Serviced Mortgage Loans in connection with any Major Decision or Special Servicer Decision and (ii) any
REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive
payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially
Serviced Mortgage Loans, except for the reports specified herein as prepared by the applicable Special Servicer, as if no Servicing
Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred,
and to render such services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided
for herein; provided, further, however, that the Master Servicer shall not be liable for failure to comply
with such duties insofar as such failure results from a failure of the applicable Special Servicer to provide sufficient information
to the Master Servicer to comply with such duties or failure by such Special Servicer to otherwise comply with its obligations
hereunder. The Master Servicer, in its capacity as Master Servicer, will not have any responsibility for the performance by the
applicable Special Servicer, in its capacity as a Special Servicer, of its duties under this Agreement. The applicable Special
Servicer, in its capacity as a Special Servicer, will not have any responsibility for the performance by the Master Servicer, in
its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan,
that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction


 






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of the conditions specified in Section 3.19(a).
Without limiting the foregoing, subject to (i) the processing of any Major Decision or Special Servicer Decision by the applicable
Special Servicer in accordance with the terms of this Agreement and (ii) Section 3.19, the Master Servicer shall be
obligated to service and administer any Non-Specially Serviced Mortgage Loan or any related Serviced Companion Loan. The applicable
Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets,
operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties
with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12. After notification to the Master
Servicer, the applicable Special Servicer may contact the Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the
Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact
shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed
as an express or implied guarantee by the Master Servicer or the applicable Special Servicer of the collectability or recoverability
of payments on the Mortgage Loans or any related Serviced Companion Loan or shall be construed to impair or adversely affect any
rights or benefits provided by this Agreement to the Master Servicer or such Special Servicer (including with respect to Servicing
Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement
for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders
and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage
Loans, any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer
or the Special Servicers for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)          
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Co-Lender Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicers each shall have full power and authority, acting alone or, in
the case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done
any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary
or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the applicable Special Servicer,
in its own name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized
and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion
Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan or any related
Serviced Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security
document in the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute
and/or deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the
lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property
and related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications,
waivers, amendments or consents to, under or with respect to any documents


 






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contained in the related Mortgage File; (iii) any
and all instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or
of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings
to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except
as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) and the applicable
Special Servicer (with respect to Specially Serviced Mortgage Loans) shall provide to the Mortgagor related to such Mortgage Loans
or Trust Subordinate Companion Loan that it is servicing any reports required to be provided to them pursuant to the related Mortgage
Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer
and the applicable Special Servicer original powers of attorney in the form of Exhibit R attached hereto (or such other
form as mutually agreed to by the Trustee and the Master Servicer or such Special Servicer, as applicable) and (ii) upon request,
furnish, or cause to be furnished, to the Master Servicer or the applicable Special Servicer any powers of attorney substantially
in the form of Exhibit R attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer
or such Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the applicable
Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the applicable Special Servicer,
or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the applicable Special
Servicer. Notwithstanding anything contained herein to the contrary, the Master Servicer or the applicable Special Servicer as
the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely
under the Trustee’s name without indicating the Master Servicer’s or the applicable Special Servicer’s, as the
case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action,
suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master
Servicer or such Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee
of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of
the Master Servicer or such Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such
action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s
or such Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause,
and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)          
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Co-Lender Agreement) to exercise its discretion with respect to any action which requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) or the Loan-Specific Certificates (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
the Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent
the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Co-


 






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Lender Agreement) require
the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) or the Loan-Specific Certificates (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent
that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Co-Lender Agreement) are
silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) or Loan-Specific Certificates (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), the Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses.
The Master Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Property
Protection Advance.


 


(d)         
The relationship of each of the Master Servicer and the Special Servicers to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)          
The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)          
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the Mortgage Loan
Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan
identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled
in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary
under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage
Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and
that the Master Servicer or the applicable Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the Mortgage Loan Seller has notified the provider of
such letter of credit pursuant to clause (x) of the immediately preceding sentence, the Mortgage Loan Seller shall
cooperate with the reasonable requests of the Master Servicer or applicable Special Servicer in connection with making a draw under
such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating
to any modifications to or assignment of the related letter of credit, then the Mortgage Loan Seller shall pay such costs and expenses
as and to the extent required under the Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor
to pay any costs and expenses relating to any modifications to the related letter of credit, and such


 






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Mortgagor fails to pay such
costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor,
then the Master Servicer shall give the Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and the
Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the Mortgage Loan Purchase Agreement.
The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer
nor the applicable Special Servicer shall have any liability for the failure of the Mortgage Loan Seller to perform its obligations
under the Mortgage Loan Purchase Agreement.


 


(g)         
Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


 


(h)         
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Co-Lender Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund
or for such longer period as any amounts payable by the related Companion Holder, to or for the benefit of the Trust or any party
hereto in accordance with the related Co-Lender Agreement remain due and owing.


 


(i)           
The applicable Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage
Loan or Serviced Whole Loan, that is subject to or becomes subject to a Co-Lender Agreement in the future, it shall, subject to
Section 3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard
and to the extent such Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the
Trustee pursuant to any such Co-Lender Agreement. The costs and expenses incurred by such Special Servicer in connection with such
enforcement shall be paid as a Trust Fund expense or, subject to the terms of the applicable Co-Lender Agreement, (i) with
respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion
Loan, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan, or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion
Loan (and with respect to the 540 West Madison Whole Loan, first, by the Non-Trust Subordinate Companion Loan and then,
by the Trust Subordinate Companion Loan) and then, by the Trust.


 


(j)           
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Co-Lender Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with
respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as
a separate servicing agreement is entered into in accordance with the related Co-Lender Agreement (it being acknowledged that neither
the Master Servicer nor the Special Servicers shall be obligated under a separate agreement to which it is not a party); provided
that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with a legal


 






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claim or action resulting from an action or inaction taken or not taken while
the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such
Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable
out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage
Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole
Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related Co-Lender Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Property Protection Advances with respect to a Serviced Whole Loan within three (3) Business
Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a
Property Protection Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to
Property Protection Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Property Protection Advances in the same manner
and on the same level of priority as if such Property Protection Advances had been made by the Master Servicer hereunder.


 


(k)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the applicable Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the
applicable Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms
of the related Non-Serviced Co-Lender Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer with respect thereto under the related Non-Serviced Pooling Agreement. The Master Servicer (or, with respect to any Specially
Serviced Mortgage Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards to
enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Co-Lender Agreement
and Non-Serviced Pooling Agreement.


 


(l)          
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Co-Lender Agreement and further acknowledge that, pursuant to the related Non-Serviced Co-Lender Agreement, (i) the
related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced Pooling Agreement, and (ii) in the event that (A) the related
Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced Pooling Agreement and (B) the
related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Co-Lender Agreement,
the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced Pooling Agreement,
until such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Co-Lender Agreement
in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing
agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates
then outstanding.


 






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(m)          Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the applicable Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the
applicable Special Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of
the related Co-Lender Agreement. The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Mortgage Loan,
the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the benefits of
the rights of the Trust (as holder of the related Serviced Mortgage Loan) under the related Co-Lender Agreement. In the event of
any conflict between this Agreement and the related Co-Lender Agreement, the provisions of the related Co-Lender Agreement shall
control.


 


(n)          
In connection with the securitization of any Serviced Companion Loan, while it is a Serviced Companion Loan, upon the request
of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the applicable
Special Servicer (if such Serviced Companion Loan is a Specially Serviced Mortgage Loan) and the Trustee, as applicable, shall
use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide
information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 


(o)          
To the extent required under the any Mortgage Loan documents, the Master Servicer shall, on behalf of the related lender,
maintain a Note register for the related Mortgage Loan or Whole Loan, as applicable, in accordance with such Mortgage Loan documents.


 


(p)         
The parties hereto acknowledge and agree that the servicing and administration of a Trust Subordinate Companion Loan shall
continue hereunder by the Master Servicer and the applicable Special Servicer even if the related Serviced AB Mortgage Loan is
no longer part of the Trust Fund subject to the provisions of Section 3.31(g).


 


Section 3.02     Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the applicable Special Servicer
shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and the Companion
Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including,
without limitation, the Servicing Standard); provided, that the Master Servicer or the applicable Special Servicer, as the
case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms
of the Mortgage Loan documents. The Master Servicer or the applicable Special Servicer, as applicable, may in its discretion waive
any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it is obligated to service
hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan and Serviced
Companion Loan; provided that the Master Servicer or such Special Servicer, as applicable, may in its discretion waive any
Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan one additional time in such 24-month
period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred
and remains unreimbursed to the Trust with respect to such Mortgage


 






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Loan or Companion Loan. Any additional waivers during such
24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer
or the applicable Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice
of a proposed waiver to the Directing Holder and, prior to the occurrence and continuance of a Control Termination Event, the Directing
Holder has consented to such additional waiver (provided that if the Master Servicer or such Special Servicer, as applicable,
fails to receive a response to such notice from the Directing Holder in writing within five (5) days of giving such notice, then
the Directing Holder shall be deemed to have consented to such proposed waiver); provided, further, that after the
occurrence and during the continuance of a Control Termination Event, the Master Servicer or the applicable Special Servicer, as
applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Holder;
provided, further, that the Directing Holder shall have no consent rights with respect to any Excluded Loan with respect to the
foregoing waivers.


 


(b)          
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related
Mortgage Loan documents (including any related Co-Lender Agreement), other than with respect to the application of Liquidation
Proceeds, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related
Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with
respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Co-Lender
Agreement) will be applied in the following order of priority:


 


first, as a recovery
of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and
unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust;


 


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal
Distribution Amount);


 


third, to the
extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of default interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the
related Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan interest accrual
period in which such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a) the cumulative amount
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest
pursuant to clause fifth below on earlier dates) and (b) Accrued AB Loan Interest;


 






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fourth, to the
extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan then due and
owing, including by reason of acceleration of such Mortgage Loan following a default thereunder;


 


fifth, as a recovery
of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the
amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts
and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have not been allocated as recovery
of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth, as a recovery
of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and
insurance premiums and similar items relating to such Mortgage Loan;


 


seventh, as a
recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth, as a recovery
of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;


 


ninth, as a recovery
of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth, as a recovery
of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh, as a
recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees); and


 


twelfth, as a
recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


 


provided that to the extent required
under the REMIC provisions of the Code, payments or proceeds received (or receivable by exercise of the lender’s rights under
the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with
a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds
125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property
and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan) in the manner permitted by such REMIC provisions; provided, further, that if a Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Co-Lender Agreement
and Non-Serviced Pooling Agreement, in that order; provided, further, that with respect to each Mortgage Loan


 






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related
to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan, shall be allocated first pursuant
to the terms of the related Co-Lender Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be
subject to application as described above.


 


(ii)            Liquidation
Proceeds in respect of each Mortgage Loan or REO Loan (in the case of an REO Loan, exclusive of amounts payable to any applicable
Companion Loan pursuant to the terms of the related Co-Lender Agreement) shall be applied in the following order of priority:


 


first, as a recovery
of any unreimbursed Advances (including any Workout- Delayed Reimbursement Amount) with respect to the related Mortgage Loan and
interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect
to the related Mortgage Loan;


 


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal
Distribution Amount);


 


third, to the
extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of default interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the
applicable Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan interest accrual
period in which such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a) the cumulative amount
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts (to the extent collections have not been allocated as a recovery of accrued and unpaid interest
pursuant to clause fifth below or clause fifth of the prior waterfall above on earlier dates) and (b) Accrued
AB Loan Interest;


 


fourth, to the
extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan to the extent
of its entire unpaid principal balance;


 


fifth, as a recovery
of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the
amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts
and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have not been allocated as recovery
of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the prior waterfall above on earlier
dates);


 


sixth, as a recovery
of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;


 


seventh, as a
recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 






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eighth, as a recovery
of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and


 


ninth, as a recovery
of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and
Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Co-Lender Agreement and Non-Serviced Pooling Agreement, in that order; provided, further, that with respect to each
Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan, shall be allocated
first pursuant to the terms of the related Co-Lender Agreement and then, any amounts allocated to the related Serviced Mortgage
Loan, shall be subject to application as described above.


 


(iii)          Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of
payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case
of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)           To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan, as applicable, and the related Co-Lender Agreement) and applicable law, the Master Servicer shall apply
all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)          
[Reserved].


 


(e)         
With respect to any Mortgage Loan (or Trust Subordinate Companion Loan, as applicable) in connection with which the Mortgagor
was required to escrow funds or to post a letter of credit related to obtaining certain performance objectives described in the
applicable Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable, the Master Servicer shall, to
the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral
and not apply such items to reduce the principal balance of such Mortgage Loan, Serviced Companion Loan, unless otherwise required
to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 






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(f)          
(A) Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt
of notice by the Certificate Administrator of the related Servicing Shift Securitization Date, in the case of any Non-Serviced
Whole Loan, the Certificate Administrator shall send written notice (in the form attached hereto as Exhibit T) to the
related Non-Serviced Master Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit
T) stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced
Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as
the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced
Co-Lender Agreement and the related Non-Serviced Pooling Agreement and (B) notice of any subsequent change in the identity of the
Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” under each Co-Lender
Agreement (together with the relevant contact information (to the extent the Certificate Administrator has received notice of such
event and the relevant contact information)). The Master Servicer shall, within two (2) Business Days of receipt of properly identified
and available funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage
Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03     Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall
be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if
applicable, the Companion Loan documents, as the case may be. Any Servicing Account related to a Serviced Whole Loan, shall be
held for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be
construed to modify respective interests of either noteholder therein as set forth in the related Co-Lender Agreement. Amounts
on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion
Loan documents, as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing
Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of
amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were
collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Property Protection
Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on
balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and
as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the
related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan;
(vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan
documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01.
As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing
Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however,
that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual


 






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net investment
income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master
Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)          
The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan),
and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced
Mortgage Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and
each Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time,
all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the applicable REO Account
or by the Master Servicer as Property Protection Advances prior to the applicable penalty or termination date and, in any event,
prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of
such items, employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction
of the applicable Special Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than
a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer
shall service and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows)
in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard.
To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does
not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable)
and similar items, the applicable Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other
Mortgage Loans, Companion Loan that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the
Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they
first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items.


 


(c)          
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Property Protection Advance and provided, further, however, that
with respect to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the
later of five (5) Business


 






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Days after the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the
Trustee, as the case may be, has received confirmation that such item has not been paid or the date prior to the date after which
any penalty or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the Master
Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on
which the Master Servicer is requested to make any Property Protection Advance with respect to a given Specially Serviced Mortgage
Loan or REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic)
notice shall be required in respect of Property Protection Advances required to be made on an emergency or urgent basis provided,
further, that the applicable Special Servicer shall not be entitled to make such a request (other than for Property Protection
Advances required to be made on an urgent or emergency basis) more frequently than once per calendar month (although such request
may relate to more than one Property Protection Advance). The Master Servicer may pay the aggregate amount of such Property Protection
Advances listed on a monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such Property
Protection Advances to the ultimate payees. The applicable Special Servicer shall have no obligation to make any Property Protection
Advances; provided, that in an urgent or emergency situation requiring the making of a Property Protection Advance, the
applicable Special Servicer may make a Property Protection Advance. Within five (5) Business Days of making such a Property Protection
Advance, such Special Servicer shall deliver to the Master Servicer request for reimbursement for such Property Protection Advance,
along with all information and documentation in such Special Servicer’s possession regarding the subject Property Protection
Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of such Master Servicer’s
own funds, to reimburse such Special Servicer for any unreimbursed Property Protection Advances (other than Nonrecoverable Property
Protection Advances which shall be reimbursed from the Collection Account) made by such Special Servicer pursuant to the terms
hereof), together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement.
Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request
therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing
by such Special Servicer. Upon the Master Servicer’s reimbursement to the applicable Special Servicer of any Property Protection
Advance and payment to such Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master
Servicer shall for all purposes of this Agreement be deemed to have made such Property Protection Advance at the same time as such
Special Servicer actually made such Property Protection Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed
for such Property Protection Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner
and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Property Protection
Advance at the time such Special Servicer did.


 


Any request by a Special
Servicer that the Master Servicer make a Property Protection Advance shall be deemed to be a determination by such Special Servicer
that such requested Property Protection Advance is not a Nonrecoverable Property Protection Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the applicable Special
Servicer shall report to the Master Servicer if such Special Servicer determines any


 






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Property Protection Advance previously made
by the Master Servicer with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Property Protection Advance.
The Master Servicer shall be entitled to conclusively rely on such a determination, but such determination shall be binding upon
the Master Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such determination to make
its own determination that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination that
only a portion of, and not all of, any previously made or proposed Property Protection Advance is a Nonrecoverable Advance, the
Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Property Protection Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs incurred
by the Master Servicer or a Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground
rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s
calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans,
any related Serviced Companion Loan, notwithstanding that the terms of such Mortgage Loans or related Serviced Companion Loan,
so permit. If the Master Servicer fails to make any required Property Protection Advance as and when due (including any applicable
cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Property Protection
Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Property Protection Advance shall
be required hereunder if such Property Protection Advance would, if made, constitute a Nonrecoverable Property Protection Advance.
In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Property Protection Advances for purposes
of nonrecoverability determinations. The Special Servicers shall have no obligation to make any Property Protection Advances under
this Agreement.


 


Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the applicable Special Servicer
out of its own funds for, or to make at the direction of the applicable Special Servicer, any Property Protection Advance if the
Master Servicer determines in its reasonable judgment that such Property Protection Advance, although not characterized by the
applicable Special Servicer as a Nonrecoverable Property Protection Advance, is in fact a Nonrecoverable Property Protection Advance.
The Master Servicer shall notify the applicable Special Servicer in writing of such determination and, if applicable, such Nonrecoverable
Property Protection Advance shall be reimbursed to the applicable Special Servicer pursuant to Section 3.05(a).


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall
not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Mortgage Loans and REO Loans)
to make a payment from amounts on deposit in the Collection Account (or any Serviced Whole Loan Custodial Account maintained as
a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable
as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below
notwithstanding that the Master Servicer (or the applicable Special Servicer, as applicable) has determined that a Property Protection
Advance with respect to such expenditure would be a Nonrecoverable Property Protection Advance (unless, with respect to Specially


 






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Serviced Mortgage Loans or REO Loans, the applicable Special Servicer has notified the Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer or the applicable
Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate
delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders, all as a collective whole
(taking into account the subordinate or pari passu nature of any Companion Loans). The Master Servicer or Trustee may elect
to obtain reimbursement of Nonrecoverable Property Protection Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced Pooling Agreement, the applicable Non-Serviced Master Servicer
is obligated to make property protection advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced
Master Servicer shall be entitled to reimbursement for Nonrecoverable Property Protection Advances with respect to such Non-Serviced
Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced Pooling
Agreement) in the manner set forth in the applicable Non-Serviced Pooling Agreement and the applicable Non-Serviced Co-Lender Agreement.


 


(d)          
In connection with its recovery of any Property Protection Advance out of the Collection Account (or any Serviced Whole
Loan Custodial Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a),
the Trustee, the applicable Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled
to receive, out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time
to time, accrued on the amount of such Property Protection Advance from the date made to, but not including, the date of reimbursement.
Subject to Section 3.17(c), the Master Servicer shall reimburse itself, the applicable Special Servicer or the Trustee,
as the case may be, for any outstanding Property Protection Advance as soon as practically possible after funds available for such
purpose are deposited in the Collection Account (or any Serviced Whole Loan Custodial Account maintained as a subaccount thereof
by the Companion Paying Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options and rights
to defer recovery of such amounts as provided herein; provided, however, that such Master Servicer’s or Trustee’s
options and rights to defer recovery of such amounts shall not alter the Master Servicer’s obligation to reimburse such Special
Servicer for any outstanding Property Protection Advance as provided for in this sentence. To the extent amounts on deposit in
the Serviced Whole Loan Custodial Account with respect to the related Companion Loan are insufficient for any such reimbursement,
the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related
Mortgage Loan under the related Co-Lender Agreement to obtain any reimbursement available from the holder of the related Companion
Loan.


 


(e)          
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements,


 






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actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the applicable Special Servicer within a reasonable time after the date as of which actions or remediations are required to
be or to have been taken or completed.


 


Section 3.04     The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Serviced
Whole Loan Custodial Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Class PEZ Distribution Account
and the Trust Subordinate Companion Loan REMIC Distribution Account. (a)  The Master Servicer shall establish and
maintain, or cause to be established and maintained, a Collection Account in which the Master Servicer shall deposit or cause to
be deposited on a daily basis and in no event later than the second Business Day following receipt of properly identified and available
funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise
specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the
Cut-off Date, which payments shall be delivered promptly to the Mortgage Loan Seller or its designee and other than any amounts
received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)            all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)           all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Yield Maintenance Charges and
Default Interest;


 


(iii)          late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)          all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the applicable Special Servicer the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans, the Trust Companion Loan and any
REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01
and (B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from
a securitization by the Mortgage Loan Seller, which shall


 






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be paid directly to the servicer of such securitization) together with
any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)           any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)          any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)         any
amounts required to be deposited by the Master Servicer or either Special Servicer pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or either Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Mortgage Loans shall be promptly delivered to the applicable Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Mortgage Loans,
the applicable Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the
Collection Account, in accordance with this Section 3.04(a). Any such amounts received by the applicable Special Servicer
with respect to an REO Property shall be deposited by such Special Servicer into its REO Account and remitted to the Master Servicer
for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check
to the order of the applicable Special Servicer, such Special Servicer shall endorse without recourse or warranty such check to
the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in
the Collection Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.
As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices of Midland Loan Services,
a Division of PNC Bank, National Association. The Master Servicer


 






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shall give notice to the Trustee, the applicable Special Servicer
the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


For purposes of determining
amounts to be deposited in the Collection Account in respect of the Trust Subordinate Companion Loan and the related 540 West Madison
Mortgage Loan, the Master Servicer shall determine the allocation of such amounts in accordance with the related Co-Lender Agreement.
All amounts so allocable to the Trust Subordinate Companion Loan shall be held separate and apart from other amounts deposited
in the Collection Account (or in a subaccount of the Collection Account) and may be withdrawn from the Collection Account (pursuant
to Section 3.04 and otherwise) only to the extent set forth in this Agreement and not specifically prohibited under
the related Co-Lender Agreement.


 


(b)         
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other
than the Holders of the Loan-Specific Certificates), (provided that any Gain-on-Sale Proceeds with respect to the Trust
Subordinate Companion Loan shall be deemed distributed by the Trust Subordinate Companion Loan REMIC in respect of the WM-R Interest
to the Holders of the Class R Certificates and then re-contributed in respect of the Class LR Interest and held by the
Certificate Administrator as an asset of the Lower-Tier REMIC for the benefit of the Trustee as Holder of the Lower-Tier Regular
Interests and the Certificateholders), (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders
and (iii) the Class PEZ Distribution Account for the benefit of the Holders of Exchangeable Certificates and (iv) the
Trust Subordinate Companion Loan REMIC Distribution Account for the benefit of the Holders of the Loan-Specific Certificates. The
Master Servicer shall deliver to the Certificate Administrator each month on or before the Master Servicer Remittance Date therein,
for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Pooled Available Funds attributable to the
Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), and (c) of the
definition of Pooled Available Funds) for the related Distribution Date, and (y) in the Trust Subordinate Companion Loan REMIC
Distribution Account, the 540 West Madison Available Funds attributable to the Trust Subordinate Companion Loan without regard
to clause (c) or clause (e) of the definition of the 540 West Madison Available Funds.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Serviced
Whole Loan Custodial Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, within 2 Business Days following receipt of available and
properly identified funds, deposit in the Serviced Whole Loan Custodial Account any and all amounts received by the Companion Paying
Agent that are required by the terms of this Agreement or the applicable Co-Lender Agreement to be deposited therein; provided,
however, that the Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with
respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent each month, on or before
the Master Servicer Remittance Date therein, for deposit in the Serviced Whole Loan Custodial Account, an aggregate amount of immediately
available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of available funds, equal
to the amount to be distributed to the related Companion Holder pursuant to the


 






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terms of this Agreement and the related Co-Lender
Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances relating to the Serviced Companion
Loans that have been deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer
shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections
actually received on, and payable to, such Serviced Companion Loans prior to such dates; provided, however, that
in no event shall the Master Servicer be required to transfer to the Serviced Whole Loan Custodial Account any portion thereof
that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement
and/or the related Co-Lender Agreement; (2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make
the payments and remittance described in Section 4.01(k), which payments and remittance shall be made, in each case,
on the Serviced Whole Loan Remittance Date.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account,
the Serviced Whole Loan Custodial Account the Class PEZ Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution
Account may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other
accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution
Account pursuant to this Section 3.04, the Master Servicer shall, as and when required hereunder, deliver to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account or the REMIC Distribution Account, as applicable:


 


(i)           
any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)           any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)          any
Liquidation Proceeds paid by the Master Servicer, the applicable Special Servicer the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and the Trust Subordinate Companion
Loan and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required
to be deposited in the Collection Account pursuant to Section 9.01);


 


(iv)          any
Yield Maintenance Charges with respect to the Mortgage Loans and the Trust Subordinate Companion Loan, as applicable, actually
collected; and


 


(v)           any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion
Loan


 



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REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan) pursuant to any provision of this
Agreement.


 


If, as of the close of
business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v), the Master Servicer shall not have delivered to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account or the Trust Subordinate Companion Loan
REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan), as applicable, the amounts required to be deposited
therein pursuant to the provisions of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant
to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate Administrator interest on such late payment
at the Prime Rate from and including the date such payment was required to be made (without regard to any Grace Period set forth
in Section 7.01(a)(i)) until (but not including) the date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution
Account (in respect of the Trust Subordinate Companion Loan) as applicable, any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier Regular Interests
as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Serviced Whole Loan Custodial Account, the Class PEZ Distribution
Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion
Loan REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate
Administrator; provided, however, that if, at any time, Wells Fargo Bank, National Association is no longer the Certificate
Administrator, such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator
in Permitted Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than
such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account,
and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted
Investments shall be made in the name of “[name of successor certificate administrator], as Certificate Administrator, for
the benefit of Wells Fargo Bank, National Association, as Trustee for the Holders of the GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 as their interests may appear”, or in the name of any
successor trustee, as Trustee for the Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS3 as their interests may appear. None of the Trust, the


 






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Depositor, the Mortgagors, the Master Servicer or the
applicable Special Servicer shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Class PEZ Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC
Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Account shall be located at the offices of the
Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicer and the Depositor
of the proposed location of the Interest Reserve Account, the Class PEZ Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account, the Trust Subordinate Companion Loan REMIC Distribution Account and, if established,
the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than the Serviced Whole Loan Custodial Account, if it is a sub-account of the Collection Account),
the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Accounts, and the Interest
Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC; the Class PEZ Distribution Account (including interest, if any, earned on the investment of funds in such account) will
be owned by the Grantor Trust for the benefit of the Holders of Exchangeable Certificates; the Serviced Whole Loan Custodial Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders, as applicable;
the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds in such account) will
be owned by the Upper-Tier REMIC; and the Trust Subordinate Companion Loan REMIC Distribution Account (including interest, if any,
earned on the investment of funds in such account) will be owned by the Trust Subordinate Companion Loan REMIC, each for federal
income tax purposes.


 


(c)         
On the Closing Date, the Depositor shall remit to the Certificate Administrator for deposit into the Distribution Account,
an amount equal to the Interest Deposit Amount.


 


(d)         
[Reserved].


 


(e)         
The Certificate Administrator shall establish (upon notice from the applicable Special Servicer of an event occurring that
generates Gain-on-Sale Proceeds) and


 






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maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale
Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from
trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan or Trust Subordinate Companion Loan,
as applicable, in connection with such sale and remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale
Reserve Account. In the case of the 540 West Madison Whole Loan, any Gain-on-Sale Proceeds on such disposition that are allocable
to the Trust Subordinate Companion Loan in accordance with the terms of the 540 West Madison Co-Lender Agreement shall be remitted
to the Certificate Administrator for deposit into the Trust Subordinate Companion Loan REMIC Distribution Account. Any gain on
such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Co-Lender Agreement
shall be remitted to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial Account.


 


(f)          
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
Pooling Agreement shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)         
The Certificate Administrator shall establish and maintain the Class PEZ Distribution Account, in its own name on behalf
of the Trustee, in trust for the benefit of the Holders of the Exchangeable Certificates, which shall be an asset of the Trust
and the Grantor Trust, but shall not be an asset of any Trust REMIC. The Class PEZ Distribution Account shall be established and
maintained as an Eligible Account or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed
to have made deposits in and withdrawals from the Class PEZ Distribution Account in accordance with Article IV of this
Agreement.


 


(h)         
The Certificate Administrator shall establish and maintain the Trust Subordinate Companion Loan REMIC Distribution Account,
in its own name on behalf of the Trustee, in trust for the benefit of the Holders of the Loan-Specific Certificates, which shall
be an asset of the Trust and the Trust Subordinate Companion Loan REMIC, but shall not be an asset of any other Trust REMICs. The
Trust Subordinate Companion Loan REMIC Distribution Account shall be established and maintained as an Eligible Account or a subaccount
of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals from the
Trust Subordinate Companion Loan REMIC Distribution Account in accordance with Section 3.05 and Article IV
of this Agreement.


 


(i)           
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an


 






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Eligible Account. The applicable Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss
of Value Payments received by it. The Certificate Administrator shall, based upon information obtained from the CREFC®
reports delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor
Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss
of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs
and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller
as distributions by the Trust to the Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The Mortgage Loan
Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable
on all income earned thereon.


 


Section 3.05     Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Serviced Whole Loan Custodial Account.
(a)  The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account exclusive of the Serviced Whole Loan Custodial Account that may be a subaccount of the Collection Account)
for any of the following purposes (the following not being an order of priority and without duplication of the same payment or
reimbursement):


 


(i)         
(A) no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account (or the Trust Subordinate Companion Loan REMIC Distribution
Account in respect of the Trust Subordinate Companion Loan) and the amounts required to be remitted pursuant to the first paragraph
of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and
(B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in
the Serviced Whole Loan Custodial Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)        
(A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a
Division of PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer
the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage
Loan, Companion Loan, Specially Serviced Mortgage Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment
of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan,
Specially Serviced Mortgage Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage
Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)
or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are
allocable as recovery of interest thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees in respect of each Specially Serviced Mortgage Loan or REO Loan or Corrected Loan, as applicable,
and any expense


 






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incurred by such Special Servicer in connection with performing any inspections pursuant to Section 3.12(a),
remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections
in respect of the related Specially Serviced Mortgage Loan (provided that, in the case of such payment relating to a Serviced
Whole Loan, such payment shall be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the 540 West Madison Whole Loan,
first, from the Non-Trust Subordinate Companion Loan and then, from the Trust Subordinate Companion Loan), and then,
from the AB Mortgage Loan (and any related Pari Passu Companion Loans on a pro rata basis) and then out of general
collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable)
any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Mortgage
Loan or REO Loan (other than any related Companion Loan) or Trust Subordinate Companion Loan, as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)
with respect to any Mortgage Loan, Specially Serviced Mortgage Loan, or REO Loan (other than any related Companion Loan) or Trust
Subordinate Companion Loan, as applicable, for so long as no Consultation Termination Event is continuing, being limited to amounts
received on or in respect of such Mortgage Loan or Trust Subordinate Companion Loan, (whether in the form of payments, P&I
Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such
REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer (1) any unpaid Asset Representations Reviewer
Fee in respect of each Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan (in each case, other than (i) any related Companion
Loan and (ii) The Falls Whole Loan), as applicable, the Asset Representations Reviewer’s right to payment of the Asset Representations
Reviewer Fee pursuant to this clause (ii)(D)(1) with respect to any Mortgage Loan, Specially Serviced Mortgage Loan
or REO Loan (in each case, other than (i) any related Companion Loan and (ii) The Falls Whole Loan), as applicable, being limited
to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances, Liquidation Proceeds
or Insurance and Condemnation Proceeds), Specially Serviced Mortgage Loan or REO Loan (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, or (2) (to the extent such
fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in connection with
any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)        
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal


 






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of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan, AB Subordinate Companion Loan or Trust Subordinate Companion Loan) prior to reimbursement from other funds
unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I
Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance
shall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion
of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account
from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;
and provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(iv)         to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Property
Protection Advances, the Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights
to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan or Trust Subordinate Companion Loan
(other than a Non-Serviced Mortgage Loan) or any related Companion Loan or any REO Property being limited to, as applicable, related
payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such
reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms of the related Co-Lender
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (and with
respect to the 540 West Madison Whole Loan, first, to the Non-Trust Subordinate Companion Loan and then, to the
Trust Subordinate Companion Loan), and then, from any related AB Mortgage Loan (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit
in the Collection Account related to any Mortgage Loan); provided, however, that if such Property Protection Advance
becomes a Workout-Delayed Reimbursement Amount, then the maker of such Property Protection Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Property Protection Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or


 






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recoveries of principal to the extent provided in clause (v) below; provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


 


(v)          to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable
Advances first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on
the related Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Property
Protection Advances made with respect thereto), then, out of the principal portion of general collections on the Mortgage
Loans and REO Properties, then, to the extent the principal portion of general collections is insufficient and with respect
to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of
the principal portion of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed
pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Property Protection Advance relating
to a Serviced Whole Loan related thereto, such reimbursement shall be made, subject to the terms of the related Co-Lender Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (and
with respect to the 540 West Madison Whole Loan, first, from the Non-Trust Subordinate Companion Loan and then,
from the Trust Subordinate Companion Loan), and then from the AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro
rata basis) and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Property
Protection Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1)
and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that with respect to a Serviced Mortgage Loan or Trust Subordinate Companion Loan, reimbursement
of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected
with respect to such Serviced Mortgage Loan or Trust Subordinate Companion Loan (and not from any amounts collected with respect
to the related Serviced Companion Loan), in accordance with the terms of the related Co-Lender Agreement (provided that,
with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable Property Protection Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts
collected with respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion
Loan or Trust Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit
in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related
Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery


 






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Determination made with respect to such Mortgage Loan or REO Property and the deposit into
the Collection Account of all amounts received in connection therewith;


 


(vi)         at such time as it reimburses the Trustee and itself, a applicable (in that s order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I
Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Property Protection
Advances (including any such Property Protection Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to
clause (iv) or clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee
or Other Servicer as the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d)
and 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the applicable
Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon;
provided that in all events, subject to the related Co-Lender Agreement, interest on P&I Advances on any Serviced Mortgage
Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Co-Lender Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan);


 


(vii)        to reimburse itself, the applicable Special Servicer, Asset Representations Reviewer or the Trustee, as the case may be,
for any unreimbursed expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase
or substitution obligation of the Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6
of the Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase
or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement
pursuant to this clause (vii) with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable,
being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount paid with respect
to such Mortgage Loan or the related Trust Subordinate Companion Loan, as applicable, that represents such expense in accordance
with clause (iv) of the definition of Purchase Price;


 


(viii)       to reimburse itself or the applicable Special Servicer, as the case may be, first, out of Liquidation Proceeds,
Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan, Trust Subordinate Companion Loan or REO
Loan, and then out of general collections on the Mortgage Loans, Trust Subordinate Companion Loan and REO Properties, for
any unreimbursed expense reasonably incurred by such Person in connection with the enforcement of the Mortgage Loan Seller’s
obligations under Section 6 of the Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable
pursuant to clause (vii) above or otherwise; provided


 






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that, in case of such reimbursement out of Liquidation
Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall
be made, subject to the terms of the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the 540 West Madison
Whole Loan, first, from the Non-Trust Subordinate Companion Loan and then, from the Trust Subordinate Companion
Loan), and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the
related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the
related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections
with respect to the Mortgage Loans;


 


(ix)          to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, as applicable, such reimbursement shall be made, subject to the terms of
the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated
Principal Balances or (ii)  with respect to a Serviced AB Whole
Loan, first, from the related AB Subordinate Companion Loan (and with respect to the 540 West Madison Whole Loan, first,
from the Non-Trust Subordinate Companion Loan and then, from the Trust Subordinate Companion Loan), and then, from
any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with respect
to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loan;


 


(x)           to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Serviced
Whole Loan Custodial Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings
with respect to the Collection Account and the Serviced Whole Loan Custodial Account for the period from and including the prior
Distribution Date to and including the Master Servicer Remittance Date related to such Distribution Date) and (2) Penalty
Charges (other than Penalty Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially
Serviced Mortgage Loan), but only to the extent collected from the related Mortgagor and to the extent that all


 






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amounts then due
and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty
Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees,
Liquidation Fees and Workout Fees) in accordance with Section 3.11(d); and (b) to pay the applicable Special
Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected on Specially
Serviced Mortgage Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts then due
and payable with respect to the related Specially Serviced Mortgage Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and
Workout Fees) in accordance with Section 3.11(d));


 


(xi)          to recoup any amounts deposited in the Collection Account in error;


 


(xii)         (A) to pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer or any of their respective directors, officers, members, managers, employees and agents, or CREFC®, as
the case may be, out of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Co-Lender Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated
Principal Balances or (ii)  with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the 540 West Madison Whole Loan,
first, from the Non-Trust Subordinate Companion Loan and then, from the Trust Subordinate Companion Loan), and then,
from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided that, with
respect to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of
general collections with respect to the Mortgage Loans and (B) to reimburse or pay any party to this Agreement any unpaid expenses
specifically reimbursable from the Collection Account under this Agreement;


 


(xiii)        to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an
amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and
interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Co-Lender Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari


 






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Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (and with respect to the 540 West Madison
Whole Loan, first, from the Non-Trust Subordinate Companion Loan and then, from the Trust Subordinate Companion
Loan), and then, from any related AB Mortgage Loan (and any Pari Passu Companion Loans, on a pro rata basis) (provided
that, with respect to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related
Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 


(xiv)       to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent
that none of the Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee is liable therefor
pursuant to Section 10.01(g);


 


(xv)        to pay the CREFC® Intellectual Property Royalty License Fee;


 


(xvi)       to reimburse the Certificate Administrator out of general collections on the Mortgage Loans, the Trust Subordinate Companion
Loan and REO Properties for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvii)      to pay the Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any (or the related Trust Subordinate
Companion Loan, if applicable), previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent
to the date of purchase relating to periods after the date of purchase; or, in the case of the substitution for a Mortgage Loan
by a Mortgage Loan Seller as contemplated by Section 2.03(b), to pay the Mortgage Loan Seller with respect to the
replaced Mortgage Loan all amounts received thereon subsequent to the date of substitution, and with respect to the related Qualified
Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with
Section 2.03(b);


 


(xviii)     to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xix)        to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


(xx)         to reimburse the Asset Representations Reviewer for any fees and expenses reimbursable to it by the Trust pursuant to this
Agreement;


 


(xxi)        to remit to the Companion Paying Agent for deposit into the Serviced Whole Loan Custodial Account the amounts required
to be deposited pursuant to


 






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Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent
pursuant to clause (i) above;


 


(xxii)       to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxiii)      to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


Consistent with the above,
with respect to the 540 West Madison Whole Loan, subject to Section 3.05(h) and the terms of the related Co-Lender
Agreement, any withdrawals permitted pursuant to this Section 3.05(a), shall be paid or reimbursed (a) first,
from amounts on deposit allocated to the related Non-Trust Subordinate Companion Loan and then, from amounts on deposit
allocated to the related Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the related 540
West Madison Mortgage Loan and (b) then from general collections in respect of all other Mortgage Loans.


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable party to the applicable Non-Serviced
Pooling Agreement by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Co-Lender Agreement and
the applicable Non-Serviced Pooling Agreement.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the applicable Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted
to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of such Special Servicer or a Responsible
Officer of the Trustee or the Certificate Administrator describing the item and amount to which such Special Servicer, the Trustee
or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have
no duty to re-calculate the amounts stated therein. The applicable Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Mortgage Loan and REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the applicable Special Servicer the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan, except as specifically described in this Agreement with respect to the Trust Subordinate Companion Loan
in the case of expenses not allocated to any particular Mortgage Loan.


 






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With respect to any Serviced
Pari Passu Whole Loan, any Late Collections received by the Master Servicer from the Mortgagor that are allocable to any Serviced
Pari Passu Companion Loan or reimbursable to an Other Master Servicer or an Other Trustee shall be remitted by the Master Servicer
to such Other Master Servicer within one (1) Business Day of receipt of properly identified and available funds; provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to remit such late collections to the Other Master Servicer within one (1) Business Day of
receipt of properly identified and available funds but, in any event, the Master Servicer shall remit such amounts within two (2)
Business Days of receipt of properly identified and available funds.


 


(b)         
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 


(i)          
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions to Certificateholders holding the Class R Certificates in respect of the Class LR Interest pursuant
to Section 4.01(c) or Section 9.01, as applicable;


 


(ii)         
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         to pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)        
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate
Administrator as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the
Trustee, the Certificate Administrator, the Master Servicer or either Special Servicer as contemplated by Section 3.18(d),
(C) the Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii)
to the extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or either
Special Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of
the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or either Special Servicer as contemplated
by Section 13.01(a) or Section 13.01(c) in connection with any amendment to this Agreement requested by
the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of Certificateholders,
in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)         
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the


 






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Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 


(vi)        
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to
the Lower-Tier REMIC or the Upper-Tier REMIC;


 


(vii)       
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein; and


 


(viii)      
to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)          
[Reserved].


 


(d)         
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)          
to make distributions to Certificateholders holding Regular Certificates (other than the Exchangeable Certificates) and
Class R Certificates (in respect of the Class UR Interest) and to the Class PEZ Distribution Account in respect of the Class PEZ
Regular Interests on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable, subject
to the third-to-last paragraph of Section 3.04(b); and


 


(ii)         
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)         
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Class PEZ Distribution Account for
any of the following purposes:


 


(i)         
to make distributions to Certificateholders holding Exchangeable Certificates pursuant to Section 4.01 or Section 9.01,
as applicable, subject to the third-to-last paragraph of Section 3.04(b); and


 


(ii)         
to clear and terminate the Class PEZ Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(f)          
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator/Trustee Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee
Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after
payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts
on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of
such Certificate Administrator/Trustee Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if
amounts on deposit in the Collection


 






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Account are not sufficient to reimburse the full amount of Advances and interest thereon listed
in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first
to the Certificate Administrator and to the Trustee, pro rata, second to the applicable Special Servicer, third
to the Master Servicer and then to the Operating Advisor.


 


(g)         
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, the Trust
Subordinate Companion Loan or any related Serviced REO Property, then the applicable Special Servicer shall promptly (provided
that, (1) with respect to clause (iv) below, such Special Servicer shall have provided notice to the Master Servicer of the
occurrence of such liquidation event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided
the Master Servicer and such Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer
such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for
deposit into the Collection Account for the following purposes:


 


(i)          
to reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for
any Nonrecoverable Advance made by such party with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related
Serviced REO Property (together with any interest on such Advances);


 


(ii)         
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense or Liquidation Fee relating to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced REO
Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)        
to offset any portion of Realized Losses that are attributable to such Mortgage Loan, Trust Subordinate Companion Loan
or related REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments),
incurred with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related successor REO Loan;


 


(iv)       
following the occurrence of a liquidation event with respect to such Mortgage Loan, Trust Subordinate Companion Loan or
any related Serviced REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated
by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced
REO Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage
Loan, Trust Subordinate Companion Loan or Serviced REO Loan; and


 


(v)         
On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv)
above, to the Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by the Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan, Trust Subordinate Companion Loan or related REO Property, as the case may be, additional
trust fund expenses or any


 






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Nonrecoverable Advances incurred with respect to the Mortgage Loan, Trust Subordinate Companion Loan
related to such contribution.


 


(h)         
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust
Subordinate Companion Loan, as applicable, or any successor REO Loan with respect thereto for which such Loss of Value Payments
were received; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (g)(iv) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust
Subordinate Companion Loan, as applicable, or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


 


(i)          
The Companion Paying Agent may, from time to time, make withdrawals from the Serviced Whole Loan Custodial Account to make
distributions pursuant to Section 4.01(k).


 


(j)          
The Certificate Administrator, on behalf of the Trustee, may, from time to time, make withdrawals from the Trust Subordinate
Companion Loan REMIC Distribution Account for any of the following purposes:


 


(i)           
to be deemed to make deposits of the Trust Subordinate Companion Loan REMIC Distribution Amount pursuant to Section
4.01(b) and the amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account for distribution to Holders of the Loan-Specific Certificates, and to make distributions to Holders
of the Class R Certificates in respect of the Class WM-R Interest pursuant to Section 4.01(b) or Section 9.01,
as applicable;


 


(ii)          
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person, with respect to the Trust Subordinate Companion Loan pursuant
to Section 8.05(b);


 


(iii)        
to pay for the cost (without duplication) of the Opinions of Counsel sought by the Trustee or the Certificate Administrator
(A) as provided in clause (vi) of the definition of “Disqualified Organization,” (B) as contemplated
by Sections 3.18(d), 5.08(c), 8.02(ii), 10.01(f) and 10.01(l) to the extent payable out
of the Trust Fund, or (C) as contemplated by Section 13.01(a) or Section 13.01(c) in connection with
any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of
the rights and interests of Holders of the Loan-Specific Certificates, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(iv)        
to pay any and all federal, state and local taxes imposed on the Trust Subordinate Companion Loan REMIC or on the assets
or transactions of such Trust REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the


 






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Special Servicer is liable therefor pursuant to Section 10.01(g)
with respect to the Trust Subordinate Companion Loan REMIC;


 


(v)         
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to
the Trust Subordinate Companion Loan REMIC;


 


(vi)         to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Trust Subordinate Companion Loan REMIC Distribution
Account not required to be deposited therein;


 


(vii)        to clear and terminate the Trust Subordinate Companion Loan REMIC Distribution Account at the termination of this Agreement
pursuant to Section 9.01; and


 


(viii)       consistent with the above, with respect to the 540 West Madison Whole Loan, subject to Section 3.05(a)(i),
any withdrawals permitted pursuant to this Section 3.05(j), shall be paid or reimbursed (a) first, from amounts
on deposit allocated to the related Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the
related 540 West Madison Mortgage Loan and (b) then from general collections in respect of all other Mortgage Loans.


 


Section 3.06    
Investment of Funds in the Collection Account and the REO Accounts. (a)  The Master Servicer may direct
any depository institution maintaining the Collection Account, the Serviced Whole Loan Custodial Account, or any Servicing Account
(for purposes of this Section 3.06, an “Investment Account”), each Special Servicer may direct any
depository institution maintaining the applicable REO Account (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or
more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no
later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable
on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or the applicable Special Servicer,
as applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer
(in the case of the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for
the Master Servicer), each Special Servicer (in the case of the applicable REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for such Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of
any Permitted Investment of amounts in the Collection Account, the Serviced Whole Loan Custodial Account, the Servicing Accounts,
Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a “certificated security,” as
such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other
property in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable
law. In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of


 






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Section 8-102(a)(17)
of the UCC), the Master Servicer or each Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee
deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case
of the Collection Account, the Serviced Whole Loan Custodial Account or any Servicing Account maintained by or for the Master Servicer)
or the applicable Special Servicer (in the case of the applicable REO Account or any Servicing Account maintained by or for each
Special Servicer) 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 (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


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


 


(b)         
Interest and investment income realized on funds deposited in the Collection Account, the Serviced Whole Loan Custodial
Account or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer
Remittance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to
the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.
Interest and investment income realized on funds deposited in the applicable REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect
to such account for each period from and including any Distribution Date to and including the immediately succeeding Master Servicer
Remittance Date, shall be for the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment
(as to which the Master Servicer or applicable Special Servicer, as applicable, would have been entitled to any Net Investment
Earnings hereunder) directed to be made by the Master Servicer or the applicable Special Servicer, as applicable, and on deposit
in any of the Collection Account, the Serviced Whole Loan Custodial Account, the Servicing Account, Loss of Value Reserve Fund
or the applicable REO Account, the Master Servicer (in the case of the Collection Account, the Serviced Whole Loan Custodial Account
or any Servicing Account maintained by or for the Master Servicer), the applicable Special Servicer (in the case of the applicable
REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall deposit therein,
no later than the Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance
Date related to the current Distribution Date; provided that neither the


 






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Master Servicer nor the applicable Special Servicer
shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account,
so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account
at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification
set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days
prior to such insolvency).


 


(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 Master Servicer
may and, upon the request of Holders of Certificates evidencing at least 25% of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use
its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), and each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall
maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under
the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or the applicable Special Servicer, as
applicable). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect
to any required Property Protection Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in the event the
Trustee has an insurable interest therein and such insurance is available to the Master Servicer or such Special Servicer and,
if available, can be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any
Control Termination Event and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage
is not available or not available at commercially reasonable rates to be made with the consent of the Directing Holder) by the
Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) or each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent
that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by such Special Servicer; provided,
however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained
on such Mortgaged Property, the Master Servicer or, with respect to REO Property, such Special Servicer, as applicable, shall impose
or maintain, as applicable, such insurance requirements as are consistent


 






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with the Servicing Standard taking into account the insurance
in place at the closing of the Mortgage Loan or Trust Subordinate Companion Loan, provided that, with respect to the immediately
preceding proviso, the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor
to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the applicable Special Servicer with ((i) unless a Control Termination
Event has occurred and is continuing and (ii) other than with respect to any Excluded Loan, the consent of the Directing Holder)
and only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer and,
if available, can be obtained at commercially reasonable rates. The Master Servicer and each Special Servicer shall be entitled
to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available
at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid
to the applicable Special Servicer as provided in the third-to-last sentence of this paragraph, such Special Servicer shall maintain
for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required
of the Mortgagor under the related Mortgage Loan documents unless such Special Servicer determines ((i) unless a Control Termination
Event has occurred and is continuing and (ii) other than with respect to any Excluded Loan, with the consent of the Directing Holder)
that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest,
in which case the Master Servicer shall be entitled to conclusively rely on such Special Servicer’s determination. All Insurance
Policies maintained by the Master Servicer or the applicable Special Servicer shall (i) contain a “standard” mortgagee
clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage
Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or
to the applicable Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties),
(ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include
coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property
or the REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including
any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days
prior written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without
ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a),
be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the
Master Servicer or a Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance
with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and
other than any Non-Serviced


 






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Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by
the Master Servicer as a Property Protection Advance (so long as such Advance would not be a Nonrecoverable Advance and if such
Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged
to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added
to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms
of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by a the applicable Special Servicer in maintaining
any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer
as a Property Protection Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a
Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07
shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the
contrary, the Master Servicer will not be required to maintain, and will not be in default for failing to obtain, any earthquake
or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related
Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions
or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the applicable Special Servicer
if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based
upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any
Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above.
If such Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance
Default, the applicable Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent
with the Servicing Standard to cause such insurance to be maintained. Each Special Servicer (at the expense of the Trust) shall
be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance
consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, each Special
Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances
of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal
Balance of the Mortgage Loans then included in the Trust. During the period that the applicable Special Servicer is


 






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evaluating
the availability of such insurance or waiting for a response from the Directing Holder, neither the Master Servicer nor the applicable
Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain such insurance and will
not be in default of its obligations as a result of such failure unless the Master Servicer or the applicable Special Servicer
is required to take any immediate action pursuant to the Servicing Standard or other servicing requirements of this Agreement and
the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)         
(i)  If the Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy with
a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion
Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Master Servicer or such Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the applicable Special
Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance
Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses which would
have been covered by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such
loss or losses that would have been covered under the individual policy but are not covered under the blanket Insurance Policy
because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer
of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms
of such policy. Each Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance
on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially
reasonable rates, the cost of which shall be a Property Protection Advance.


 


(ii)          If the Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a
master single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or such Special Servicer
on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or such Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or
force-placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged


 






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Property or REO Property is covered
thereby) shall be paid by the Master Servicer as a Property Protection Advance. Such master single interest or force-placed policy
may contain a deductible clause, in which case the Master Servicer or such Special Servicer shall, in the event that there shall
not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of
Section 3.07(a), and there shall have been one or more losses which would have been covered by such policy had it
been maintained, deposit into the Collection Account from its own funds the amount not otherwise payable under the master single
or force-placed interest policy because of such deductible clause, to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any
such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)         
Each of the Master Servicer and the Special Servicers 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 with a Qualified
Insurer covering the Master Servicer’s and the applicable Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the applicable Special Servicer in connection with its activities under this Agreement.
Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master
Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or such Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
Each Special Servicer and the Master Servicer will promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be,
and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect. With respect to Trimont Real Estate Advisors, LLC in its capacity as 540 West Madison Special
Servicer, coverage in the amount of $10,000,000 that otherwise meets the requirements described above will be acceptable.


 


(d)         
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and,
if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if
applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as
amended, plus such additional excess flood coverage


 






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with respect to the Mortgaged Property, if any, in an amount consistent with
the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly
make a Property Protection Advance for such costs.


 


(e)         
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent
available at commercially reasonable rates (as determined by such Special Servicer (with respect to any Mortgage Loan other than
an Excluded Loan or prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Holder)
in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available
under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount
on deposit therein is insufficient therefor, paid by the Master Servicer as a Property Protection Advance.


 


(f)          
Notwithstanding the foregoing, so long as the long-term debt or the deposit obligations or deposit accounts or claims-paying
ability of the Master Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote
parent), as applicable, is rated is no lower than “A-” or its equivalent by S&P, “A-” as rated by Fitch,
“A3” as rated by Moody’s and no lower than the equivalent of such Moody’s rating by KBRA (if then rated
by KBRA), the Master Servicer (or its public parent) or the applicable Special Servicer (or its public parent), as applicable,
shall be allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.


 


Section 3.08    
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


(i)           provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)          provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer,


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Special Servicer shall
determine (with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan)
in a manner consistent with the Servicing Standard (or, in the case of any non-Specially Serviced Mortgage Loan if mutually agreed
to by the Master Servicer and the applicable Special Servicer, the Master Servicer shall determine in a manner consistent with
the


 






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Servicing Standard and subject to the consent (or deemed consent) of the applicable Special Servicer to the extent such action
is a Major Decision or Special Servicer Decision), on behalf of the Trustee as the mortgagee of record, whether to (a) exercise
any right it may have with respect to such Mortgage Loan or Serviced Companion Loan (x) to accelerate the payments thereon
or (y) to grant or withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive
any right to exercise such rights, provided that, (i) with respect to such consent or waiver of rights that is a Major Decision,
prior to itself taking such an action, shall obtain prior to the occurrence and continuance of a Control Termination Event, the
prior written consent (or deemed consent) of the Directing Holder (or (A) after the occurrence and during the continuance of a
Control Termination Event, but prior to a Consultation Termination Event and (B) other than with respect to any Excluded Loan,
upon consultation with the Directing Holder pursuant to Section 6.08(a) hereof, which consent shall be deemed given
ten (10) Business Days after receipt (unless earlier objected to by the Directing Holder) of the Master Servicer’s or the
applicable Special Servicer’s written analysis and recommendation with respect to such waiver together with such other information
reasonably required by the Directing Holder, and (ii) with respect to any Mortgage Loan that (A) represents at least 5.0%
of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least
$10,000,000, (B) represents one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with which it is cross-collateralized
or cross-defaulted as a single Mortgage Loan) based on Stated Principal Balance and has a Stated Principal Balance of at least
$10,000,000, (C) has a Stated Principal Balance that is more than $35,000,000, (D) is the 540 West Madison Whole Loan or (E) is
a Mortgage Loan as to which the related Serviced Companion Loan represents one of the 10 largest mortgage loans in the related
other securitization (provided that the master servicer or special servicer, as applicable, will be entitled to reasonably rely
upon the written notification provided by the master servicer, special servicer, trustee or certificate administrator of such other
securitization as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization),
the Master Servicer or such Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), such Special Servicer shall consult with the Operating Advisor, on a non-binding basis,
in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by
the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the applicable Special Servicer,
as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review
Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information
provider) in accordance with Section 3.25 of this Agreement.


 






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If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are
satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the
applicable Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), related
Serviced Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing
Standard whether such conditions have been satisfied, or, with respect to any Mortgage Loan which does not allow the mortgagee
discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer
or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination
with respect to whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(a) that constitutes a Special Servicer Decision or a Major Decision (except
with regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall forward such request to the applicable Special
Servicer and, unless the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall process
such request or if otherwise provided herein, the applicable Special Servicer shall process such request and the Master Servicer
shall have no further obligation with respect to such request or the related Special Servicer Decision or Major Decision. If such
action with respect to a Non-Specially Serviced Mortgage Loan is not a Special Servicer Decision or a Major Decision, the Master
Servicer shall process the related request and shall have no obligation to obtain the consent of or consult with the Special Servicer,
Directing Certificateholder or Operating Advisor.


 


(b)         
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)          
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 


(ii)         
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the applicable Special Servicer,
on behalf of the Trustee as the mortgagee of record, shall determine, in a manner consistent with the Servicing Standard (or, in
the case of any Non-Specially Serviced Mortgage Loan, if mutually agreed to by the Master Servicer and the applicable Special Servicer,
the Master servicer will determine, in a manner consistent with the Servicing Standard and subject to the consent (or deemed consent)
of the applicable Special Servicer to the extent such action is a Major Decision or Special Servicer


 






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Decision), whether to (a) exercise
any right it may have with respect to such Mortgage Loan or Serviced Companion Loan (x) to accelerate the payments thereon
or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing
Standard or (b) grant or waive its right to exercise such rights, provided that (i) with respect to such consent or
waiver of rights that is a Major Decision, prior to the occurrence and continuance of a Control Termination Event and other than
with respect to an Excluded Loan, the applicable Special Servicer has obtained the prior written consent (or deemed consent) of
the Directing Holder (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination
Event and other than with respect to an Excluded Loan, upon consultation with the Directing Holder), which consent shall be deemed
given ten (10) Business Days after receipt by the Directing Holder of the Master Servicer’s or the applicable Special Servicer’s
written analysis and recommendation with respect to such waiver or exercise of such rights together with such other information
reasonably required by the Directing Holder and (ii) with respect to any Mortgage Loan that (A) represents at least 2.0% of
the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000,
(B) represents one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with which it is cross-collateralized
or cross-defaulted as a single Mortgage Loan) based on Stated Principal Balance and has a Stated Principal Balance of at least
$10,000,000, (C) has a Stated Principal Balance that is more than $20,000,000, (D) has a loan-to-value ratio that is equal to or
greater than 85% (including any existing and proposed debt) and has a Stated Principal Balance of at least $10,000,000, (E) has
a debt service coverage ratio that is less than 1.20x (in each case, determined based upon the aggregate of the principal balance
of the Mortgage Loan (or Serviced Whole Loan, if applicable) and the principal amount of the proposed additional lien) and has
a Stated Principal Balance of at least $10,000,000, (F) is the 540 West Madison Whole Loan or (G) is a Mortgage Loan as to which
the related Serviced Companion Loan represents one of the 10 largest mortgage loans in the related other securitization (provided
that the master servicer or special servicer, as applicable, will be entitled to reasonably rely upon the written notification
provided by the master servicer, special servicer, trustee or certificate administrator of such other securitization as to whether
such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization), a Rating Agency Confirmation
is received by the Master Servicer or the applicable Special Servicer, as the case may be, from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any). Notwithstanding anything herein to the contrary, with respect
to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), such Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed
Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the
procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer shall (if not already provided
in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or,
with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 






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To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the applicable Special Servicer shall use reasonable efforts to make the
related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Property Protection Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
applicable Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Specially Serviced Mortgage
Loans (other than a Non-Serviced Mortgage Loan), shall determine whether conditions to further encumbrance have been satisfied
(provided that there is no lender discretion with respect to the satisfaction of such conditions), or (2) the Master Servicer,
on behalf of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Mortgage Loans for which there
is no mortgagee discretion in determining whether conditions are satisfied, shall make such determination with respect to whether
such conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(b) that constitutes a Special Servicer Decision or a Major Decision (except
with regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall forward such request to the applicable Special
Servicer and, unless the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall process
such request, or if otherwise provided herein, the applicable Special Servicer shall process such request and the Master Servicer
shall have no further obligation with respect to such request or the related Special Servicer Decision or Major Decision. If such
action with respect to a Non-Specially Serviced Mortgage Loan is not a Special Servicer Decision or a Major Decision, the Master
Servicer shall process the related request and shall have no obligation to obtain the consent of or consult with the Special Servicer,
Directing Certificateholder or Operating Advisor.


 


(c)         
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)         
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor
the Special Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master
Servicer and the applicable Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to
Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall


 






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notify
the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider
(for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole
Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 


(e)          
Notwithstanding any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without the consent
of the applicable Special Servicer and the Special Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause relating to any Non-Specially Serviced Mortgage or relating to any Specially Serviced
Mortgage Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan) the consent of the Directing Holder (or (i) after the occurrence and during the continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation Termination Event, upon consultation
with the Directing Holder pursuant to Section 6.08 hereof). The Directing Holder shall have ten (10) Business Days
after receipt of notice along with the Master Servicer’s or the applicable Special Servicer’s recommendation and analysis
with respect to such proposed waiver or proposed granting of consent and any additional information the Directing Holder may reasonably
request from the applicable Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance”
clause in which to grant or withhold its consent (provided that if the applicable Special Servicer fails to receive a response
to such notice from the Directing Holder in writing within such period, then the Directing Holder shall be deemed to have consented
to such proposed waiver or consent).


 


(f)          
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or either Special Servicer,
as applicable, makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the
related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without
the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other
fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided
for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations
Section 1.1001-3(e)(2).


 


Section 3.09     Realization Upon Defaulted Mortgage Loans and Companion Loans. (a)  Upon an event of default under the
Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly
provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the applicable
Special Servicer. The applicable Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
Section 3.24, subject to the Directing Holders’ rights pursuant to Section 6.08, and any Companion
Holder or mezzanine lender’s rights under the related Co-Lender Agreement (in the case of a Serviced Whole Loan, on behalf
of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent
with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership
of


 






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property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as
come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made
for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The
foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured
Cause, the Master Servicer or applicable Special Servicer the applicable shall not be required to make a Property Protection Advance
and expend funds toward the restoration of such property unless such Special Servicer has determined in its reasonable discretion
that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement
to the Master Servicer for such Property Protection Advance, and the Master Servicer or such Special Servicer has not determined
that such Property Protection Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.
The costs and expenses incurred by the applicable Special Servicer in any such proceedings shall be advanced by the Master Servicer;
provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Property Protection
Advance. Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or a Special
Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in
excess of the fair market value of such property, as determined by the Master Servicer or the applicable Special Servicer in its
reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained
pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and when the
applicable Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market
value of any Mortgaged Property securing a Defaulted Mortgage Loan or any related defaulted Companion Loan, whether for purposes
of bidding at foreclosure or otherwise, the applicable Special Servicer or the Master Servicer, as the case may be, is authorized
to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall
be paid by the Master Servicer as a Property Protection Advance.


 


(b)         
No Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)         
such Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Property Protection Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable
to the related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)         
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master
Servicer nor the applicable Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee,
on behalf of the Certificateholders including the Holders of the Loan-Specific Certificates, if applicable) and/or any related
Companion Holder, would be considered to hold


 






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title to, to be a “mortgagee-in-possession” of, or to be an “owner”
or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law, unless (as evidenced by
an Officer’s Certificate to such effect delivered to the Trustee) the applicable Special Servicer has previously determined
in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an Independent
Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition of title
or other action, that:


 


(i)          
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)         
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Property Protection Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be
paid by the Master Servicer as a Property Protection Advance, unless it is a Nonrecoverable Property Protection Advance (in which
case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related
Co-Lender Agreement by the Master Servicer from the Collection Account, including from the Serviced Whole Loan Custodial Account
(such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan));
and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental
testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Mortgage Loans, the Master
Servicer and, with respect to Specially Serviced Mortgage Loans, the applicable Special Servicer (other than any Non-Serviced Mortgage
Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which
any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any
actions required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee
to receive the


 






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maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder
of the Lower-Tier Regular Interests).


 


(d)         
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Mortgage Loan and, in the case of a Serviced Mortgage
Loan, any related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth
in or required to be made pursuant to Section 6 of the Mortgage Loan Purchase Agreement for which the Mortgage Loan Seller
could be required to repurchase such Defaulted Mortgage Loan pursuant to Section 6 of the Mortgage Loan Purchase Agreement,
then the applicable Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other
than proceeding to acquire title to the Mortgaged Property) and is hereby authorized (prior to the occurrence and continuance of
a Control Termination Event and other than with respect to any Excluded Loan), with the consent of the Directing Holder at such
time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if
such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of the related
Mortgaged Property from the lien of the related Mortgage, (i) the applicable Special Servicer shall have notified the Rating
Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((A) prior to the occurrence of a Consultation Termination
Event and (B) other than with respect to any Excluded Loan) the Directing Holder, in writing of its intention to so release such
Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the
applicable Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website
pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Holder as required
above, the Holders of Certificates evidencing at least 25% of the Voting Rights shall have consented or have been deemed to have
consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate
Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates).
To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related
Mortgagor, such fee is to be an expense of the Trust; provided that the applicable Special Servicer shall use commercially
reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)         
Each Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to
the Directing Holder (other than with respect to any Excluded Loan), the Master Servicer, the Certificate Administrator and the
17g-5 Information Provider monthly regarding any actions taken by the such Special Servicer with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan, or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c)
above has revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof
has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related
Mortgage Loan or Trust Subordinate Companion Loan by the Mortgage Loan Seller or release of the lien of the related Mortgage on
such Mortgaged Property.


 






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(f)         
Each Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
such Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)          Each Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of
the maintenance of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms
of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)        
Each Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion
Loan or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination
shall be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Holder (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I
Advance Determination Date.


 


Section 3.10     Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage
Loan or Trust Subordinate Companion Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the
applicable Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary
for such purposes, the Master Servicer or the applicable Special Servicer, as the case may be, will promptly notify the Trustee
and the Custodian and request delivery of the related Mortgage File. Any such notice and request shall be in the form of a Request
for Release substantially in the form of Exhibit E signed by a Servicing Officer and shall include a statement to the effect
that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection
Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be
so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master
Servicer or the applicable Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian
shall release the related Mortgage File to the Master Servicer or the applicable Special Servicer, as the case may be; provided
that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall
not be released by the Custodian unless the related Serviced Whole Loan, is paid in full. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)        
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion


 






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Loan), the Master Servicer or the applicable Special Servicer shall deliver to the Custodian a
Request for Release substantially in the form of Exhibit E signed by a Servicing Officer. Upon receipt of the foregoing,
the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the applicable Special Servicer
(or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to the
Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the applicable Special Servicer, as
the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated
and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the
Collection Account (including amounts related to the related Companion Loan) pursuant to Section 3.04(a) have been
or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released
by the Custodian to the Master Servicer or the applicable Special Servicer (or a designee), as the case may be, with the original
being released upon termination of the Trust.


 


(c)        
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable
Special Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable
Special Servicer any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special
Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature,
such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


With respect to each
Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Co-Lender
Agreement and the related Non-Serviced Pooling Agreement, and as appropriate for enforcing the terms of such Servicing Shift Whole
Loan, as applicable, the related Non-Serviced Master Servicer submits in a Request for Release delivery to it of the original Note,
then the Custodian shall release or cause the release of such original Note to the related Non-Serviced Master Servicer or its
designee.


 


(d)        
If, from time to time, pursuant to the terms of the applicable Non-Serviced Co-Lender Agreement and the applicable Non-Serviced
Pooling Agreement, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master
Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release
or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 






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Section 3.11     Servicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be
entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan (other than the Non-Trust Subordinate
Companion Loan) and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially
Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced mortgage loan” under
any related Non-Serviced Pooling Agreement). No Servicing Fee will be payable in respect of the Non-Trust Subordinate Companion
Loan. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing
Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan,
as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the
case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest
payment due on such Mortgage Loan, Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect
to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related
Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be
serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall
continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each
REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing
Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation
Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent
permitted by Section 3.05(a). Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a),
Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may
not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations
hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan,
the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion
Loan, subject to the terms of the related Co-Lender Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan) including any
related Serviced Companion Loans that are not Specially Serviced Mortgage Loans, to the extent not prohibited by the related Co-Lender
Agreement and that are not Specially Serviced Mortgage Loans that do not involve a Major Decision or a Special Servicer Decision
and 50% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loans that are not Specially Serviced Mortgage Loans to
the extent no prohibited by the related Co-Lender Agreement and that involve one or more Major Decisions or Special Servicer Decisions;
(ii) 100% of all


 






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assumption application fees received on any Mortgage Loans and the Trust Subordinate Companion Loan, in each
case only for which the master servicer is processing the underlying assumption related transaction (including any related Serviced
Companion Loan, to the extent not prohibited by the related Co-Lender Agreement) (whether or not the consent of the applicable
Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption, waiver, consent and earnout fees,
review fees and similar fees pursuant to Section 3.08 and Section 3.18 or other actions performed in connection
with this Agreement on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan to the extent not
prohibited by the related Co-Lender Agreement) which do not involve a Major Decision or a Special Servicer Decision; (iv) 50% of
all assumption, waiver, consent and earnout fees, review fees and similar fees (other than assumption application and defeasance
fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Mortgage Loan (including
any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement) which involve a Major Decision
or Special Servicer Decision (whether or not processed by the applicable Special Servicer) and only to the extent that all amounts
then due and payable with respect to the related Mortgage Loan or Trust Subordinate Companion Loan have been paid and (v) 50% of
all fees related to Major Decisions and Special Servicer Decisions with respect to the Non-Specially Serviced Mortgage Loans regardless
of whether the Master Servicer or the applicable Special Servicer processes such Major Decision or Special Servicer Decision. In
addition, the Master Servicer shall be entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced
Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance,
if any, and other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the
extent actually paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the
Serviced Whole Loan Custodial Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. In
addition, the Master Servicer shall also be entitled to retain as additional servicing compensation (other than with respect to
any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees
are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. Subject
to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of:
(i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account or the Serviced Whole Loan Custodial Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the Master Servicer Remittance Date related to the current Distribution Date), (iii) interest
or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan
or Trust Subordinate Companion Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment
Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans, the Trust Subordinate Companion Loan and any
Serviced Pari Passu Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating
Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy insuring against hazard losses


 






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pursuant to Section 3.07), if and
to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the applicable Special Servicer are entitled to receive a portion thereof,
the Master Servicer and the applicable Special Servicer shall each have the right, but not any obligation, to reduce or elect not
to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the applicable Special
Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the
extent either the Master Servicer or the applicable Special Servicer exercises its right to reduce or elect not to charge its respective
portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any
right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee,
the applicable Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the applicable
Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled
to any of such fee charged by the applicable Special Servicer.


 


Notwithstanding anything
herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess
of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject
to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction
pursuant to the preceding sentence).


 


(b)        
As compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating
to a Non-Serviced Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall
accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of
such Specially Serviced Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the
Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment,
for the same period respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan or Trust Subordinate Companion Loan. The
Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a).
The right to receive the Special Servicing Fee may not be transferred in whole


 






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or in part except in connection with the transfer
of all of the applicable Special Servicer’s responsibilities and obligations under this Agreement. Each Special Servicer
shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications,
waivers, extensions or amendments of any Specially Serviced Mortgage Loans that involve one or more Major Decision or Special Servicer
Decisions, (ii) 100% of all assumption application fees received on any Mortgage Loans and any related Serviced Companion
Loan (to the extent not prohibited by the related Co-Lender Agreement), only for which the applicable Special Servicer is processing
the underlying assumption related transaction, (iii) 100% of all assumption fees and other related fees received on any Specially
Serviced Mortgage Loans, (iv) 100% of waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Mortgage Loans or certain other similar
fees paid by the related Mortgagor and (v) 50% of all Excess Modification Fees and assumption, and consent fees pursuant to
Section 3.08 or Section 3.18 and 50% of all earnout fees, review fees and similar fees received with respect
to all Mortgage Loans (including any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement)
(excluding any Non-Serviced Mortgage Loan) that are not Specially Serviced Mortgage Loans that involve one or more Major Decisions
or Special Servicer Decisions, shall be promptly paid to such Special Servicer by the Master Servicer (or directly from the related
Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account
pursuant to Section 3.04(a). Subject to Section 3.11(d), the applicable Special Servicer shall also be
entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d)
and (ii) interest or other income earned on deposits relating to the Trust Fund in the applicable REO Account in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for
the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to such
Distribution Date). In addition, each Specific Servicer shall also be entitled to retain as additional servicing compensation (other
than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent
such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by the related
Mortgagor. Each Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with
respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided,
however, that after receipt by the applicable Special Servicer of Workout Fees with respect to such Corrected Loan in an
amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided,
further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout
Fee Rate is less than $25,000, then the applicable Special Servicer shall be entitled to an amount from the final payment on the
related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the
applicable Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $25,000. The
Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected
Loan from which fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in
full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again


 






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becomes a Specially Serviced
Mortgage Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Mortgage Loan again
becomes a Corrected Loan. No Special Servicer shall be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan.
If the applicable Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and
all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time
of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes
a Specially Serviced Mortgage Loan. If a Special Servicer resigns or is terminated (other than for cause), it will receive any
Workout Fees payable on Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had determined
to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by such Special
Servicer and evidenced by a signed writing, but which had not as of the time such Special Servicer resigned or was terminated become
a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and
which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments.
The successor special servicer will not be entitled to any portion of such Workout Fees. No Special Servicer will be entitled to
receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which
the applicable Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions
set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and
Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any
Corrected Loan and the applicable Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based
on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or
interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, each Special Servicer shall only be entitled to
receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,
with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided
in the related Co-Lender Agreement or to the extent such Co-Lender Agreement is silent or refers to this Agreement or indicates
such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject
to Section 3.11(d), each Special Servicer will also be entitled to additional fees in the form of Penalty Charges.
Each Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties,
due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the
Collection Account or the applicable REO Account, and the applicable Special Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


(d)         
In determining the compensation of the Master Servicer or the Special Servicers, as applicable, with respect to Penalty
Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage
Loan)


 






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and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the
Master Servicer, the applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion
Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the Property Protection Advances made by any
such party with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced Pooling Agreement, to the extent not
prohibited by the applicable Non-Serviced Co-Lender Agreement) due on such Distribution Date, (ii) the Trust for all interest
on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection
with a Non-Serviced Mortgage Loan, the related trust for all interest on Property Protection Advances reimbursed by such trust
to any party under the applicable Non-Serviced Pooling Agreement, which resulted in an additional expense for the Trust, to the
extent not prohibited by the applicable Non-Serviced Co-Lender Agreement) with respect to such Mortgage Loan or related Companion
Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout
Fees and Liquidation Fees), including without limitation, inspections by the applicable Special Servicer and all unpaid Advances
incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced
Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced Pooling Agreement) remaining
thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion
Loan was a Non-Specially Serviced Mortgage Loan, and to the applicable Special Servicer, if and to the extent accrued on such Mortgage
Loan during the period such Mortgage Loan was a Specially Serviced Mortgage Loan or REO Loan. Any Penalty Charges paid or payable
as additional servicing compensation to the Master Servicer and the Special Servicers shall be distributed between the Master Servicer
and the applicable Special Servicer, on a pro rata basis, based on the Master Servicer’s and such Special Servicer’s
respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges
with respect to any Companion Loan will be allocated pursuant to the applicable Co-Lender Agreement after payment of all related
Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If a Servicing Shift
Whole Loan becomes a Specially Serviced Mortgage Loan prior to the applicable Servicing Shift Securitization Date, the Special
Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other
Specially Serviced Mortgage Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect
to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior
to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation or have
such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Mortgage Loan on the applicable Servicing
Shift Securitization Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect
to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such
Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special Servicer
with respect to such Servicing Shift Whole Loan.


 






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If a Servicing Shift
Whole Loan is being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer shall be entitled
to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including its share of
any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and other rights in
respect of such special servicing role under this Agreement.


 


(e)         
With respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the Master Servicer
within two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible format,
clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the applicable
Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the applicable
Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report
shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          
Each 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, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)         
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xv) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12     Inspections; Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Mortgage Loan) with a Stated Principal Balance of (i) $2,000,000
or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months,
in each case, commencing in the calendar year 2016 (and each Mortgaged Property shall be inspected on or prior to December 31,
2017); provided, however, that if a physical inspection has been performed by the applicable


 






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Special Servicer in
the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such
physical inspection, the Master Servicer will not be required to perform or cause to be performed, such physical inspection; provided,
further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the applicable
Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage
Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced
Mortgage Loan. The cost of such inspection by the applicable Special Servicer pursuant to the second proviso of the immediately
preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first
from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii),
provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Co-Lender
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related Non-Trust Subordinate Companion Loan, then,
from the related Trust Subordinate Companion Loan and then, from the AB Mortgage Loan (and any Pari Passu Companion Loans,
on a pro rata basis) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Co-Lender Agreement pursuant to which any amounts collected with respect to the related
Whole Loan are allocated to the related Serviced Mortgage Loan, any related Pari Passu Companion Loan and the AB Subordinate Companion
Loan), in each case, prior to being payable out of general collections. The applicable Special Servicer or the Master Servicer,
as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any
damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy
in the Mortgaged Property that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or
abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
(iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or
that is evident from the inspection, and that the preparer of such report deems material, (iv) any visible material waste
committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and
(v) photographs of each inspected Mortgaged Property. The applicable Special Servicer and the Master Servicer shall deliver
a copy (in electronic format) of each such report prepared by such Special Servicer and the Master Servicer, respectively, to the
other party, to the Directing Holder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan), any related Serviced Pari Passu Companion Noteholder, the Certificate Administrator and
to the Trustee within five (5) Business Days after completion of such report. Within five (5) Business Days after request for copies
of such reports by the Rating Agencies, the applicable Special Servicer or the Master Servicer, as applicable, shall deliver a
copy (in electronic format) of each such report prepared by such Special Servicer and the Master Servicer, as applicable, to the
17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by Privileged Persons. In respect
of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer
shall deliver a copy of each such report to the Directing


 






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Holder and upon request to each Controlling Class Certificateholder (which
request may state that such items may be delivered until further notice).


 


(b)         
Each Special Servicer under the Mortgage Loans for which it acts as Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to
collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets
and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether
or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or
documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such
items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer
and the applicable Special Servicer shall not be required to request such operating statements or rent rolls more than once if
the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition,
the applicable Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared
in respect of each REO Property and shall collect all such items promptly following their preparation. The applicable Special Servicer
shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer shall make
available on its website copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing
Holder and the Depositor, in electronic format, in each case within thirty (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, 2017. Upon the request of any Privileged
Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the applicable Special Servicer, as applicable,
shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or the applicable Special Servicer, as applicable, shall deliver copies of all the
foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


Within thirty (30) days
after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans, or the applicable Special Servicer
with respect to Specially Serviced Mortgage Loans and REO Properties (other than any Non-Serviced Mortgaged Property), of any annual
operating statements or rent rolls beginning with the quarter ending December 31, 2016 and the calendar year ending December 31,
2016 with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within thirty
(30) days after receipt, such Master Servicer or applicable Special Servicer, as applicable, shall, based upon such operating statements
or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CREFC® NOI
Adjustment Worksheet and the CREFC® Operating Statement Analysis Report; provided that any such CREFC®
Operating Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet shall not be required to be prepared
or updated with respect to year-end or the first calendar quarter of each year to the extent provided by the then current CREFC®
Investor Reporting Package. Upon the occurrence and continuation of a Servicing Transfer Event, the Master Servicer shall provide
the applicable Special Servicer with all prior CREFC® Operating Statement Analysis Reports and CREFC®
NOI Adjustment Worksheets for the related Mortgage


 






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Loan
or Serviced Whole Loan (including underwritten figures), and the applicable Special Servicer’s obligations
hereunder shall be subject to its having received all such reports. The Master Servicer and applicable Special Servicer shall
forward, upon request, to the other and (prior to the occurrence of a Consultation Termination Event) the Directing
Holder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month.


 


 All
CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained
by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property
(other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies (in electronic format) thereof
(promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing
Holder, and with respect to any Serviced Companion Loan, the related Companion Holder, the applicable Special Servicer and the
17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website. The Master Servicer shall forward copies of the related operating statements or rent rolls (promptly following the initial
preparation and each material revision thereof) to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
all such items to the 17g-5 Information Provider’s Website, and upon request, to the Certificate Administrator, the Directing
Holder, and with respect to any Serviced Companion Loan, the related Companion Holder, the applicable Special Servicer. The Master
Servicer shall maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment
Worksheet with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) or REO Property (other than a
Non-Serviced Mortgaged Property).


 


(c)         
At or before 12:00 p.m. (New York City time) on each Determination Date, the each Special Servicer shall prepare and
deliver or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling
Class Representative, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Mortgage Loans (excluding, for the Directing Holder, any Excluded Loans) and any REO Properties (other than
a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer in an electronic format,
reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Mortgage Loan Status Report, (ii) a CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a
CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC®
Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent
rolls submitted by the Mortgagor.


 


(d)         
Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning October 2016, the Master
Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate
Administrator the following reports and data files: (A) to the extent the Master Servicer has


 






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received
the CREFC® Special Servicer Loan File at the time required, the most recent CREFC® Delinquent
Mortgage Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan
Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (with respect to the
first Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative
Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the applicable Special Servicer and Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Determination Date,
(E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the
CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable
Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from the applicable Special
Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date
beginning October 2016, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate
Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports
and CREFC® REO Liquidation Reports received from the applicable Special Servicer. Not later than
2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning October 2016, the Master
Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the
CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template if provided for such
Distribution Date. In no event shall any report described in this subsection be required to reflect information that has not
been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as
of the close of business on the Business Day prior to the Business Day on which the report is due. In addition, not later
than 5:00 p.m. (New York City time) on the Serviced Whole Loan Remittance Date, the Master Servicer shall provide access to
the related Serviced Pari Passu Companion Noteholder, in electronic format, any report or data file that it is required to
deliver to the Certificate Administrator pursuant to this Section 3.12(d).


 


(e)          
Each Special Servicer shall deliver to the Master Servicer the reports and information required of such Special Servicer
pursuant to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate
Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the applicable Special Servicer pursuant to Section 3.12(b)
and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be
furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such
information or reports are, in turn, based on information or reports to be provided by the applicable Special Servicer pursuant
to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered
by the applicable Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer
shall have no obligation to provide such information or reports to the Certificate Administrator until it has received the requisite
information or reports from the applicable Special Servicer, and the Master Servicer shall not be in default hereunder due to a
delay in providing the reports required by Section 3.12(d) caused by the applicable Special Servicer’s failure
to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)          
Notwithstanding the foregoing, however, the failure of the Master Servicer or a Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
to the extent the Master Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief of the Master
Servicer or such Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the


 






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Mortgage Loans or Mortgaged Properties. The Master Servicer and a Special
Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent
with applicable law and the Servicing Standard. The Master Servicer or the a Special Servicer may affix to any information provided
by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party
hereto).


 


(g)         
Unless otherwise specifically stated herein, if the Master Servicer or a Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or such Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be
provided to the Certificate Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event,
the Directing Holder, making such statement, report or information available on the Master Servicer’s or the applicable Special
Servicer’s Internet website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and each Special Servicer shall deliver any required statements, reports
or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the applicable Special Servicer, as the case may be. The Master Servicer or the applicable Special Servicer
may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems,
however, copies in electronic format shall follow upon the correction of such system problems.


 


Section 3.13     Access to Certain Information. (a)  Each of the Master Servicer and the Special Servicers shall provide
or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to the Mortgage
Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election
of the Master Servicer, the applicable Special Servicer or the Certificate Administrator, such access may be afforded to such Person
identified above by the delivery of copies of information as requested by such Person and the Master Servicer, such Special Servicer
or the Certificate Administrator shall be permitted to require payment (other than from the Directing Holder and the Trustee and
the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover
the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding
sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices
of the Certificate Administrator or the Custodian.


 






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The failure of the Master
Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to
this Section 3.13, the Master Servicer and Special Servicers may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the
form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold access
to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in
the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any
related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of
this Agreement to the contrary, the failure of the Master Servicer or a Special Servicer to disclose any information otherwise
required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the
Master Servicer or such Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with
the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties,
constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust or otherwise materially harm the Trust
or the Trust. Without limiting the generality of the foregoing, the Master Servicer or a Special Servicer may refrain from disclosing
information that it reasonably determines would prejudice the interest of the Certificateholders with respect to a workout or exercise
of remedies as to any particular Mortgage Loan or Trust Subordinate Companion Loan.


 


Upon the reasonable request
of any Certificateholder (or with respect to any AB Subordinate Companion Loan, the holder of such AB Subordinate Companion Loan)
that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction, the Master Servicer may provide
(or forward electronically) at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related
Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan or a Holder of the Loan-Specific Certificates)
obtained by the Master Servicer; provided that, in connection with such request, the Master Servicer may require a written
confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer,
generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose
of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion
Loan, as applicable, may have under this Agreement.


 


Notwithstanding anything
to the contrary herein, unless required by applicable law or court order, no Certificateholder or beneficial owner shall be given
access to, or be provided copies of, the Mortgage Files or Diligence Files.


 






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(b)        
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, the Mortgage Loan Purchase Agreement, this Agreement and the Commission EDGAR filings referred to below will be
available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent
such items were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)          
The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)      
the Prospectus and any other disclosure document relating to the Offered Certificates or the Loan-Specific 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 and any amendments and exhibits hereto;


 


(C)       
the Mortgage Loan Purchase Agreement and any amendments and exhibits thereto; and


 


(D)       
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)         
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)      
any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the
Trust through the EDGAR system;


 


(iii)        
The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)      
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Property File, each of the “surveillance reports” identified as
such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC®
Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


 


(C)       
all Operating Advisor Annual Reports;


 






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(iv)        
The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)      
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period or a Trust Subordinate Companion Loan
Control Termination Event, as applicable, summaries of Asset Status Reports approved by the holder of the related Companion Loan,
and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)       
all environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)       
all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.09(e);


 


(D)       
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(E)       
any Appraisal Reduction Amount, any Collateral Deficiency Amount, and any resulting Cumulative Appraisal Reduction Amount
delivered to the Certificate Administrator pursuant to Section 4.05(a) (which may be in the form of the CREFC®
Loan Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting
Package);


 


(v)         
The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)       
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)       
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or Whole Loan pursuant to Section 3.18(g);


 


(C)       
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)       
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or a Special Servicer
delivered pursuant to Section 7.01;


 


(E)       
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other
notice required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)        
any Asset Review Report Summary received by the Certificate Administrator;


 






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(G)      
any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)      
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 8.07 or Section 8.08;


 


(I)       
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(J)       
any notice of resignation or termination of the Master Servicer or the applicable Special Servicer pursuant to Section 7.03;


 


(K)      
any notice of termination pursuant to Section 9.01;


 


(L)       
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice
of the acceptance of appointment by the successor operating advisor or the successor Asset Representations Reviewer pursuant to
Section 3.26 or Section 12.03, respectively;


 


(M)     
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the applicable Special
Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations
Reviewer pursuant to Section 12.05(b);


 


(N)      
any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared
by the Operating Advisor in connection with such recommendation;


 


(O)      
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has
occurred;


 


(P)       
any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)      
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)       
any assessments of compliance delivered to the Certificate Administrator; and


 


(S)       
any attestation reports delivered to the Certificate Administrator;


 


(T)      
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 






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(U)      
the “Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(V)      
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b);


 


provided that
with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of
an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance
of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent
the Certificate Administrator has been notified of such Excluded Loan.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party.


 


Any Person (other than
the Directing Holder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution
Date Statements and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan
Purchase Agreement and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing Holder or
a Controlling Class Certificateholder or a 540 West Madison Controlling Class Certificateholder, if any such Person becomes an
Excluded Controlling Class Holder, upon delivery to the Master Servicer, the applicable Special Servicer the Operating Advisor,
the Certificate Administrator and the Trustee in physical form of an investor certification substantially in the form Exhibit
P-1E and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the
form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder,
such Excluded Controlling Class Holder shall be entitled to access all information (other than the Excluded Information with respect
to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on
the Certificate Administrator’s Website.


 


In the case of the Directing
Holder or a Controlling Class Certificateholder or a 540 West Madison Controlling Class Certificateholder that is not an Excluded
Controlling Class Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such
Directing Holder or Controlling Class Certificateholder or 540 West Madison


 






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Controlling Class Certificateholder shall be entitled
to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicers, the Operating
Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in the form of Exhibit
P-1B hereto from the Directing Holder or a Controlling Class Certificateholder or a 540 West Madison Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form
of Exhibit P-1D hereto from the Directing Holder or a Controlling Class Certificateholder or a 540 West Madison Controlling
Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded
Controlling Class Loan(s). In the event the Directing Holder or a Controlling Class Certificateholder or a 540 West Madison Controlling
Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer,
the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded
Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in
the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and
directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s
Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access
has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form
of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling
Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website.
With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master
Servicer, the applicable Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information”
prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or
Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Holder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the applicable
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially
in the form of Exhibit P-1E from the Directing Holder or a Controlling Class Certificateholder or a 540 West Madison Controlling
Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicers,
the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Directing Holder or a Controlling
Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate


 






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Administrator’s Website) if the Master Servicer, the applicable Special Servicer, the Operating Advisor or the Certificate
Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class
Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information
was not delivered to the Certificate Administrator in accordance with Section 3.30(a).


 


Each of the Master Servicer,
the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely
on delivery from the Directing Holder or a Controlling Class Certificateholder or a 540 West Madison Controlling Class Certificateholder
of an investor certification substantially in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling
Class Holder. To the extent the Directing Holder or a Controlling Class Certificateholder receives access pursuant to this Agreement
to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information,
such Directing Holder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of such Directing Holder or Controlling Class Certificateholder or any of its
Affiliate involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to
its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will
maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)          
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “GSMS


 






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2016-GS3” 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 if or as may be necessary or beneficial:


 


(i)            any notices of waivers under Section 3.08(d);


 


(ii)           any Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)          any notice of final payment on the Certificates;


 


(iv)          any environmental reports delivered by the applicable Special Servicer under Section 3.09(e);


 


(v)           any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or 11.10;


 


(vii)         any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without
receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          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 8.07 or Section 8.08;


 


(xii)         any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(xiii)        any notice of a Servicer Termination Event or termination of the Master Servicer or a Special Servicer delivered pursuant
to Section 7.01;


 


(xiv)        any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 






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(xv)         any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to
Section 13.01(a)(ix);


 


(xvi)        any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies
directed toward the Master Servicer, the applicable Special Servicer, Certificate Administrator or Trustee regarding any of the
information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request
for a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage
Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this
Agreement or any applicable Co-Lender Agreement; provided that the summary of such oral communication shall not identify
the Rating Agency with whom the communication was held pursuant to Section 3.13(g);


 


(xviii)      any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g);
Section 11.09 or Section 11.10; and


 


(xix)        any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time, or, if
received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided, however,
that any information delivered pursuant to Section 3.15(d) shall be posted in accordance with Section 3.15(d).
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, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the
17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely
by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website
to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable.
Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit
P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). 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 City time, on such Business Day,
or if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information
to the 17g-5 Information Provider may be directed to (866) 846-4526 or


 






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17g5informationprovider@wellsfargo.com (specifically referencing
“GSMS 2016-GS3” in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available only
to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media, and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


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 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 and such notice shall specifically identify such document
in the subject line or otherwise in the body of the email notice. 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 P-2 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@wellsfargo.com, specifically with a subject reference of “GSMS 2016-GS3” 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.


 


Notwithstanding anything
to the contrary contained in this Agreement, none of the foregoing information which relates solely to the Loan-Specific Certificates
and does not contain information related to the corresponding Whole Loan or other Certificates shall be required to delivered to
the Rating Agencies or be posted to the 17g-5 Information Provider’s Website.


 


(d)         
The Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide bulk
information that relates to two or more


 






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transactions to the 17g-5 Information Provider. Any such information shall be posted by
the 17g-5 Information Provider and the 17g-5 Information Provider may, but shall not be obligated to post such information in accordance
with the timeframe provided in Section 3.15(c) above. The Master Servicer or the applicable Special Servicer, as applicable,
shall not send such information directly to the Rating Agencies until the 17g-5 Information Provider notifies it that such information
has been posted to the 17g-5 Information Provider’s Website.


 


(e)          
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided by
the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial
Management Inc., Markit Group Limited and Thomson Reuters Corporation) at the direction of the Depositor which may be in the form
of a standing order, and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator.
Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3
hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(f)          
Each of the Master Servicer and the Special Servicers may, in accordance with such reasonable rules and procedures as it
may adopt, also deliver, produce or otherwise make available through its website or otherwise, any additional information relating
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties
(other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and
any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies
(collectively, the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions
of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicers 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 Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a
“click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the applicable Special Servicer’s website, and (B) acknowledge that the Master Servicer or such Special Servicer
may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information
is provided via the Master Servicer’s or the applicable Special Servicer’s website, the Master Servicer and such Special
Servicer may require registration and the acceptance of a reasonable 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 information
described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement
used by the Master Servicer or the applicable Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such


 






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information confidential (except that such Certificateholder 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 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 (ii) in the case of a prospective purchaser of Certificates or interests
therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser
of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except
that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of a licensed
or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall
be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicers 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 3.13 unless such information was produced by the Master Servicer or the applicable Special Servicer, as the
case may be.


 


(g)         
The Master Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Co-Lender Agreement; 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
Section 3.13(c) the same day such communication takes place; provided, further that the summary of such
oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post
such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)         
The Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Holder (other than, prior to the occurrence
and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic
format.


 


(i)          
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to
(i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor,
the Asset Representations Reviewer or the applicable


 






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Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the applicable Special
Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s
or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or
the applicable Special Servicer’s, as the case may be, servicing operations in general; provided, that the Master
Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall not provide
any information relating to the Certificates or the Mortgage Loans or Trust Subordinate Companion Loan, as applicable, to any Rating
Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property
and other deal specific identifiers are redacted; or (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.


 


(j)           
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special
Servicers, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other
party hereto shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14     Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (and thus becomes
REO Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation
and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. Each Special Servicer, on behalf
of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer either
(i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which
it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not
denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for
the Trustee, the Certificate Administrator an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator, to the
effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year
in which acquisition occurred will not cause an Adverse REMIC Event to occur. If the applicable Special Servicer is granted or
not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion
of Counsel contemplated by clause (ii) of the immediately preceding sentence, such Special Servicer shall sell such
REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any
expense incurred by a Special Servicer in connection with its being granted the REO Extension contemplated by clause (i)
of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 






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(b)         
Each Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish
and maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable,
on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the
Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the applicable REO Account,
within one (1) Business Day after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and
Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments
in accordance with Section 3.06. The applicable Special Servicer shall give notice to the Trustee, the Certificate
Administrator, and the Master Servicer of the location of the applicable REO Account when first established and of the new location
of the applicable REO Account prior to any change thereof.


 


(c)         
The applicable Special Servicer shall withdraw from the applicable REO Account funds necessary for the proper operation,
management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in
the applicable REO Account relating to such REO Property. On or prior to each Determination Date (or with respect to a Serviced
Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall
withdraw from the applicable REO Account and remit to the Master Servicer, which shall deposit into the Collection Account (or
the Serviced Whole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each REO Property
during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding
sentence and (ii) Net Investment Earnings on amounts on deposit in the applicable REO Account; provided, however,
that the applicable Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of
such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements
and other related expenses for the related REO Property. In addition, on or prior to each Determination Date (or with respect to
a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer
shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection
Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by such Special Servicer on
the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related
Distribution Date.


 


(d)         
The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the applicable REO Account pursuant to Section 3.14(b) or
Section 3.14(c).


 


(e)          
With respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate
Companion Loan in this Section 3.14 shall be deemed to be taken also for the benefit of the Holders of the Loan-Specific
Certificates, as beneficial owners of the Trust Subordinate Companion Loan.


 






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Section 3.15     Management of REO Property. (a)  If title to any REO Property is acquired, the applicable Special Servicer
shall manage, consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit
of the Certificateholders and the related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular Interests and
the Trust Subordinate Companion Loan REMIC Regular Interests) solely for the purpose of its timely disposition and sale in a manner
that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the
foregoing, however, the applicable Special Servicer shall have full power and authority to do any and all things in connection
therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole
Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests and the Trust Subordinate
Companion Loan REMIC Regular Interests) all as a collective whole (taking into account the subordinate or pari passu nature
of any Companion Loan, as the case may be) (as determined by the applicable Special Servicer in its reasonable judgment in accordance
with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage
Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the applicable Special
Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net
income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning such
income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis
as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the
applicable Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than one (1) Business
Day following receipt of such properly identified funds) in the applicable REO Account all revenues received by it with respect
to each REO Property and the related REO Loan, and shall withdraw from the applicable REO Account, to the extent of amounts on
deposit therein with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance
of such REO Property, including, without limitation:


 


(i)           
all insurance premiums due and payable in respect of such REO Property;


 


(ii)       
   all real estate taxes and assessments in respect of such REO Property that may result in the imposition
of a lien thereon;


 


(iii)         
any ground rents in respect of such REO Property, if applicable; and


 


(iv)         
all costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the applicable REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the applicable
Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such
amount as is necessary for such purposes


 






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unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the applicable
Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan
or Trust Subordinate Companion Loan, and prior to the occurrence of a Consultation Termination Event) the Directing Holder) such
advances would, if made, constitute Nonrecoverable Property Protection Advances.


 


(b)          
Without limiting the generality of the foregoing, each Special Servicer shall not:


 


(i)           
permit the Trust to enter into, renew or extend any New Lease with respect to any REO 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 any REO 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 improvement was completed before default
on the related Mortgage Loan or Trust Subordinate Companion Loan, if applicable, became imminent, all within the meaning of Section 856(e)(4)(B)
of the Code; or


 


(iv)         
Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property
on any date more than ninety (90) days after its acquisition date;


 


unless, in any such case, the applicable
Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Property Protection
Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case
the applicable Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)          
Each Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)           
the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at
arm’s length;


 


(ii)          
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)         
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all
costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation,
those


 






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listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs
and expenses) to the applicable Special Servicer upon receipt;


 


(iv)        
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder
with respect to the operation and management of any such REO Property; and


 


(v)         
each Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


Each Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the applicable Special Servicer by such Independent Contractor, and nothing in
this Agreement shall be deemed to limit or modify such indemnification.


 


(d)         
When and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and 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 other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16     Sale of Defaulted Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Mortgage
Loan has become a Specially Serviced Mortgage Loan, the applicable Special Servicer shall order (but shall not be required to have
received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted
Mortgage Loan in accordance with the Servicing Standard; provided, however, that if the applicable Special Servicer
is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, such Special Servicer shall make
its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of
such an Appraisal. The applicable Special Servicer may, from time to time, adjust its fair value determination based upon changed
circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances and
new information in accordance with the Servicing Standard; provided that the applicable Special Servicer shall promptly
notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)         
If any Mortgage Loan and Serviced Companion Loan subject to a Co-Lender Agreement is a Specially Serviced Mortgage Loan
or to the extent otherwise required pursuant to the terms of the related Co-Lender Agreement, then the applicable Special Servicer
(with respect to a Specially Serviced Mortgage Loan) or the Master Servicer (with respect to a Non-Specially Serviced Mortgage
Loan) shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable,
of any events requiring notice under the Co-Lender Agreement in accordance with the terms thereof. Thereafter, any related Companion
Holder and related mezzanine


 






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lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary,
have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the
related Co-Lender Agreement.


 


(iii)        
If any Mortgage Loan not subject to a Co-Lender Agreement becomes a Specially Serviced Mortgage Loan, or if the related
Companion Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to a Co-Lender Agreement has not
previously exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer
shall use reasonable efforts to solicit offers for each Defaulted Mortgage Loan on behalf of the Certificateholders and the holder
of any related Serviced Pari Passu Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted
Mortgage Loan on a net present value basis, if and when the applicable Special Servicer determines, in accordance with the Servicing
Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent
payments thereon and such a sale would be in the best economic interests of the Certificateholders (including the holders of the
Loan-Specific Certificates) or, in the case of a Serviced Pari Passu Whole Loan, Certificateholders and any holder of a related
Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders and Serviced Pari Passu Companion Loan
holder constituted a single lender, taking into account the pari passu or subordinate nature of any related Companion Loan)
and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances
permitted under the related Co-Lender Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with
the Non-Serviced Companion Loan by the applicable Special Servicer for the Non-Serviced Whole Loan, the applicable Special Servicer
will be entitled to sell (with the consent of the Controlling Class Representative if no Control Termination Event has occurred
and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such Non-Serviced Mortgage Loan if it determines
in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders, each Special
Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, any related
Companion Holder and (other than in respect of any Excluded Loan) the Controlling Class Representative not less than ten (10)
days’ prior written notice of its intention to sell any Specially Serviced Mortgage Loan, in which case the applicable Special
Servicer is required to accept the highest offer received from any person for such Specially Serviced Mortgage Loan in an amount
at least equal to the Purchase Price or, at its option, if it has received no offer at least equal to the Purchase Price therefor,
purchase such Specially Serviced Mortgage Loan at such Purchase Price.


 


(iv)        
(A)  In the case of a Specially Serviced Mortgage Loan as to which a default has occurred and is continuing,
in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the
applicable Special Servicer for such price), the applicable Special Servicer shall, subject to subclause (B) below,
accept the highest offer received from any Person that is determined by the applicable Special Servicer to be a fair price for
such Specially Serviced Mortgage Loan, if the highest offeror is a Person other than an Interested Person. If the highest offeror
is


 






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an Interested Person, the Trustee, subject to any additional conditions in an applicable Co-Lender Agreement, (based upon updated
Appraisals ordered by the applicable Special Servicer and received by the Trustee (or ordered by the Trustee if the applicable
Special Servicer or any of its Affiliates is an Interested Person)) shall determine the fair price; provided, however,
that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the
offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties, and any
such determination by the Trustee shall be binding upon all parties. The Trustee shall act in a commercially reasonable manner
in making such determination. In determining whether any offer received from an Interested Person represents a fair price for
any such Defaulted Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal
conducted in accordance with this Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a
new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable
as, a Property Protection Advance by the Master Servicer. 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) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing
in loans similar to the subject Mortgage Loan or Trust Subordinate Companion Loan, that has been selected with reasonable care
by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Trust Subordinate Companion
Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be paid in advance of any such determination,
from the offering Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty
(30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Property Protection
Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such
amounts from the applicable Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates may
make an offer for or purchase any Specially Serviced Mortgage Loan.


 


(B)       
The applicable Special Servicer will not be obligated to accept the highest offer if the applicable Special Servicer determines
(with respect to any Mortgage Loan other than an Excluded Loan or Trust Subordinate Companion Loan, in consultation with the Directing
Holder (unless a Consultation Termination Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan
or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard
(and subject to the requirements of any related Co-Lender Agreement), that the rejection of such offer would be in the best interests
of the Certificateholders (including the holders of the Loan-Specific Certificates) and, in the case of a sale of a Serviced Pari
Passu Whole Loan or an REO Property


 






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related to a Serviced Pari Passu Whole Loan, and any holder of a related Serviced Pari Passu
Companion Loan (as a collective whole as if such Certificateholders and Serviced Pari Passu Companion Loan holder constituted
a single lender, taking into account the pari passu or subordinate nature of any related Companion Loan) and, if applicable,
the related Companion Holder. In addition, the applicable Special Servicer may accept a lower offer if it determines, in accordance
with the Servicing Standard (and subject to the requirements of any related Co-Lender Agreement), that the acceptance of such
offer would be in the best interests of the Certificateholders (including the holders of the Loan-Specific Certificates) and,
in the case of a sale of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced Pari Passu Whole Loan, and
any holder of a related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders and Serviced Pari
Passu Companion Loan holder constituted a single lender, taking into account the pari passu or subordinate nature of any
related Companion Loan) and, if applicable, the related Companion Holder (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 offer are more
favorable); provided that the offeror is not the applicable Special Servicer or a Person that is an Affiliate of such Special
Servicer. The applicable Special Servicer shall use reasonable efforts to sell all Specially Serviced Mortgage Loans prior to
the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)         
Unless and until any Specially Serviced Mortgage Loan is sold pursuant to this Section 3.16(a), the applicable
Special Servicer shall pursue such other resolution strategies with respect to such Specially Serviced Mortgage Loan, including,
without limitation, workout and foreclosure, as the applicable Special Servicer may deem appropriate, consistent with the Asset
Status Report and the Servicing Standard and the REMIC Provisions.


 


(b)         
(i)  (A)  The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor
(in the case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating
to the related Companion Loan). The applicable Special Servicer may also offer to sell to any Person any REO Property (in the case
of a Serviced Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related Companion
Loan), if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be
in the best economic interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the
Master Servicer, each Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded
Loan and prior to the occurrence of a Consultation Termination Event, the Directing Holder, not less than ten (10) days’
prior written notice of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor
or (ii) sell any REO Property, in which case such Special Servicer shall accept the highest offer received from any Person
for any REO Property in an amount at least equal to the


 






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Purchase Price therefor. To the extent permitted by applicable law, and
subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the applicable Special Servicer or
an Affiliate of such Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO
Property and may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have
been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(B)      
In the absence of any such offer as set forth in subclause (A) above, the applicable Special Servicer shall,
subject to subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined
to be a fair price (1) by such Special Servicer, if the highest bidder is a Person other than an Interested Person, or (2) by
the Trustee, if the highest bidder is an Interested Person; provided, however, that no offer from an Interested
Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable
Purchase Price ,at least two other offers are received from independent third parties. Notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property
pursuant hereto.


 


(C)      
No Special Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if
such Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
such Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of
such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, in either case, as a collective whole (taking into account the subordinate or pari passu nature of any
Serviced Companion Loans) (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 offer are more favorable); provided that the offeror is
not the applicable Special Servicer or a Person that is an Affiliate of such Special Servicer.


 


(D)      
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering


 






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Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty
(30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Property Protection
Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such
amounts from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property,
the applicable Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser
or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical
condition of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)         
Subject to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion
Holders, in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property,
including the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse
to, or representation or warranty by, the Trustee, the Depositor, the Master Servicer, the applicable Special Servicer, the Certificate
Administrator, the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may
contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in
accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicers, the Depositor, the Certificate
Administrator, the Operating Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related
Companion Holder (if applicable) with respect to the purchase price therefor accepted by the applicable Special Servicer or the
Trustee.


 


(c)          
Any sale of a Defaulted Mortgage Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions
or authoritative interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)           With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Co-Lender Agreement and this Agreement, if
the related Serviced Pari Passu Whole Loan becomes a defaulted loan, and if the applicable Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Mortgage Loan in accordance with this Section 3.16, then the
applicable Special Servicer shall sell the related Serviced Pari Passu Companion Loan (and, in the case of the 540 West Madison
Whole Loan, the Trust Subordinate Companion Loan) together with such Mortgage Loan as one whole loan and shall require that all
offers be submitted to the applicable Special Servicer in writing. To the extent a determination is required to be made hereunder
as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall be made by the Trustee
if the offeror is an Interested Person. Notwithstanding the foregoing, the applicable Special Servicer will not be permitted to
sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole
Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent
is not


 






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required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an affiliate of the Mortgagor) unless
the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen
(15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (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 applicable Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed
sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file
reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that are material to the sale price of the
Serviced Pari Passu 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 and the Controlling Class Representative) 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 Master Servicer or the applicable
Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative)
will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and
Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced
Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph
with respect to the related Whole Loan. 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 offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing
in loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such
cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making
such determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to
rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be paid in advance of any
such determination by the Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person.


 


(e)         
(i)  Notwithstanding anything in this Section 3.16 to the contrary, (A) pursuant to the terms of the
related Co-Lender Agreement, the holder of the related Non-Trust Subordinate Companion Loan for the applicable Serviced AB Whole
Loan and (B) pursuant to Section 3.32 herein, the Holder of the Non-Trust Subordinate Companion Loan only will have the
right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the Non-Trust Subordinate
Companion Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth
in the related Co-Lender Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such Non-Trust
Subordinate Companion Loan, repurchased by the Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
Non-Trust Subordinate Companion Loan will no longer be subject to this Agreement. In addition, pursuant to the terms of the related
Co-Lender Agreement, any sale of a Serviced AB Whole Loan that is a Defaulted Mortgage Loan or Specially Serviced Mortgage Loan
pursuant to this Section 3.16 (other than in


 






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connection with the purchase of the applicable Serviced AB Whole Loan
by the related Non-Trust Subordinate Companion Loan) shall not include any related Non-Trust Subordinate Companion Loan. As a result,
any reference in this Section 3.16 to the sale, or determination of fair value, of a Serviced AB Whole Loan that is
a Defaulted Mortgage Loan or Specially Serviced Mortgage Loan (other than in connection with the purchase of the applicable Serviced
AB Whole Loan by the related Non-Trust Subordinate Companion Loan) shall be deemed to exclude any related Non-Trust Subordinate
Companion Loan.


 


(ii)         
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to
purchase the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set
forth in the related Co-Lender Agreement.


 


(f)            Unless
otherwise provided in a Co-Lender Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)         
 In the event the Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf
of the Trust pursuant to the related Co-Lender Agreement, neither the Master Servicer nor such Special Servicer shall exercise
such right.


 


Section 3.17    
Additional Obligations of Master Servicer and Special Servicers. (a)  The Master Servicer shall deliver
all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan or the Trust Subordinate Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account on each Master Servicer Remittance Date, without any right of reimbursement therefor. The Master Servicer shall deliver
the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent
for deposit in the Serviced Whole Loan Custodial Account on each Master Servicer Remittance Date, without any right of reimbursement
therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to the Trust Subordinate
Companion Loan to the Certificate Administrator for deposit in the Trust Subordinate Companion Loan REMIC Distribution Account
on each Master Servicer Remittance Date, without any right of reimbursement therefor.


 


(b)          
The Master Servicer or each Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Co-Lender Agreement and the Master Servicer or applicable
Special Servicer, as applicable, shall provide to the related Loan-Specific Directing Holder any reports or notices required to
be delivered to the holder of the Trust Subordinate Companion Loan or holder of the Non- Trust Subordinate Companion Loan, as applicable,
pursuant to the related Co-Lender Agreement


 


(c)          
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans, and with respect to
P&I Advances on the Trust Subordinate Companion Loan, would exceed the full amount of the principal portion of general collections
allocated to the Trust Subordinate Companion Loan, 


 






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deposited in the Collection Account and available for distribution on the next
Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead
of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately,
as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during
the one month collection period ending on the then-current Determination Date, for successive one-month periods for a total period
not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan other than an Excluded Loan, any such
deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event, the
consent of the Directing Holder), and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing
Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement
with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance
(together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period
(subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance
shall again be payable first from principal collections as described above prior to payment from other collections). In
connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one month collection period ending on the related Determination Date for any Distribution
Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans or
the Trust Subordinate Companion Loan, as applicable, to be received until the end of such collection period before making its determination
of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however,
that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining
such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period
will exceed the full amount of the principal portion of general collections deposited in the Collection Account for such Distribution
Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider
fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to
Section 3.13(c), unless extraordinary circumstances make such notice impractical, and thereafter shall deliver such
notice to the 17g-5 Information Provider as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice
as required by the preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether
to refrain from obtaining such reimbursement as described in this Section 3.17(c). Nothing herein shall give the Master
Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections
then available in the Collection Account pursuant to Section 3.05(a)(v).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the Master Servicer or the applicable Special Servicer,


 






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as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised,
then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first
from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual
of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part
of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as
applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the
Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such
an election.


 


With respect to any modification
or amendment of any Co-Lender Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the applicable
Special Servicer as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which
the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


The aggregate of any
Excess Prepayment Interest Shortfall allocated to the Trust Subordinate Companion Loan for any Distribution Date will be allocated
on such Distribution Date to the Loan-Specific Certificates, pro rata, in accordance with each Class’s accrued interest.
Any Prepayment Interest Excess in respect of the Trust Subordinate Companion Loan shall be paid to the Master Servicer as additional
servicing compensation.


 


(d)          
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do
not require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan),
apply amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the
applicable Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold
such amounts in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the
Servicing Standard. Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay
the Mortgage Loan (or Serviced Whole Loan), or for


 






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other purpose consistent with the Servicing Standard and the loan documents,
upon a subsequent default.


 


Section 3.18     Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a),
Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i)
and Section 6.08, but subject to any other conditions set forth thereunder, (including, without limitation, the applicable
Special Servicer’s consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that
constitutes a Major Decision) (i) the applicable Special Servicer will be responsible for processing waivers, modifications, amendments
and consents with respect to (a) any Specially Serviced Mortgage Loan and (b) any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder,
to advise or consult with the Master Servicer or the applicable Special Servicer, as the case may be, with respect to, or to consent
to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Co-Lender Agreement) with respect to
which the matter involves a Special Servicer Decision (other than the items listed in clause (iv)(A) and clause (iv)(B) of Special
Servicer Decisions, which the Master Servicer will process, subject to special servicer consent or deemed consent as provided in
this Agreement) or a Major Decision, and (ii) the Master Servicer will be responsible for processing waivers, modifications, amendments
and consents with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially
Serviced Mortgage Loan and does not involve a Special Servicer Decision (other than the items listed in clause (iv)(A) and clause
(iv)(B) of Special Servicer Decisions, which the Master Servicer will process, subject to Special Servicer consent or deemed consent
as provided in this Agreement) or a Major Decision. Further, the Master Servicer shall not modify, waive or amend the terms of
a Non-Specially Serviced Mortgage Loan and/or Companion Loan (that constitutes a Major Decision) without the prior written consent
of the applicable Special Servicer (it being understood that the Master Servicer (if the Master Servicer is recommending approval
of such request) will in accordance with the Servicing Standard provide such Special Servicer with notice of any request for such
modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information in the
Master Servicer’s possession that may be reasonably requested by such Special Servicer in order to grant or withhold such
consent); provided that such consent shall be deemed given (unless earlier objected to by the applicable Special Servicer)
within ten (10) Business Days of the applicable Special Servicer’s receipt from the Master Servicer of the Master Servicer’s
written recommendation and analysis with respect to such modification, waiver or amendment and all information in the Master Servicer’s
possession reasonably requested by the applicable Special Servicer in order to make an informed decision with respect to such modification,
waiver or amendment; and provided, further, that no extension entered into pursuant to this Section 3.18(a)
shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground
Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such
Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such
Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with
respect thereto is


 






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not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee,
the Certificate Administrator, the applicable Special Servicer, the Operating Advisor, each related Other Master Servicer, each
related Other Trustee and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to
any Excluded Loan) the Directing Holder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted
under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the
Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification”
of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject
to the Servicing Standard, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to an Excluded Loan) obtain the consent of the Directing Holder (or (i) after the occurrence and during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan, upon consultation with the Directing Holder pursuant to Section 6.08 hereof) (which consent or consultation shall
be coordinated through the applicable Special Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion
Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms
of the related Co-Lender Agreement, and subject to the applicable Special Servicer’s processing and/or consent rights pursuant
to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision, the Master Servicer, with respect
to Non-Specially Serviced Mortgage Loans, without the consent of the applicable Special Servicer, may modify or amend the terms
of any Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct
or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided
that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default
or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


In addition, subject
to the next sentence, with respect to non-Specially Serviced Mortgage Loans, the Master Servicer, prior to taking any action with
respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) and prior to taking
any action with respect to a Special Servicer Decision (or making a determination not to take action with respect to a Special
Servicer Decision), shall refer any request with respect to such Major Decision or Special Servicer Decision to the Special Servicer
and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer,
the Master Servicer shall (subject to the consent (or deemed consent) of the Special Servicer) process such request. If the Master
Servicer and the Special Servicer mutually agree that the Master Servicer shall (subject to the consent (or deemed consent) of
the Special Servicer) process a request with respect to a Major Decision or Special Servicer Decision and the Master Servicer is
recommending approval of such request, the Master Servicer shall prepare and submit its written analysis and recommendation to
the Special Servicer with all information in the possession of the Master Servicer that the Special Servicer may reasonably request
in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to any applicable consultation
rights of the Operating Advisor or any applicable consent or consultation rights of the Controlling Class Representative or
the


 






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540 West Madison Controlling Class Representative or any applicable consultation rights of any related Companion Loan Holder
or its Companion Loan Holder Representative (as applicable)) to approve or disapprove any modification, waiver, amendment or other
action that constitutes a Major Decision or Special Servicer Decision. In addition, the Master Servicer will be required to provide
the applicable Special Servicer with any notice that it receives relating to a default by the Mortgagor under a ground lease where
the collateral for the Mortgage Loan is the ground lease, and the applicable Special Servicer will determine in accordance with
the Servicing Standard whether to cure any borrower defaults relating to ground leases.


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the applicable
Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the applicable Special Servicer, as the case may be, obtains Rating Agency Confirmation
from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Holder, if permitted by the applicable Rating
Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event (and the Master Servicer or the applicable Special Servicer, as the case may be, may
obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related
Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the first proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall forward such request to the applicable Special
Servicer and, unless the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer shall process
such request, the applicable Special Servicer shall process such request and the Master Servicer shall have no further obligation
with respect to such request or the related Special Servicer Decision or Major Decision.


 


(b)         
If the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation, the
forgiveness or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other
than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge
of additional collateral) of the terms of a Specially Serviced Mortgage Loan with respect to which a payment default or other material
default has occurred or a payment default or other material default is, in the applicable Special Servicer’s judgment,


 






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reasonably
foreseeable (as evidenced by an Officer’s Certificate of such Special Servicer), is reasonably likely to produce a greater
recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and,
if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially
Serviced Mortgage Loan, then the applicable Special Servicer may agree to a modification, waiver or amendment of such Specially
Serviced Mortgage Loan, subject to (x) the provisions of this Section 3.18(b) and Section 3.18(c),
(y) with respect to any Mortgage Loan or Trust Subordinate Companion Loan other than any Excluded Loan, prior to the occurrence
and continuance of a Control Termination Event, the approval of the Directing Holder (or after the occurrence and during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Controlling Class Representative)
as provided in Section 6.08; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, the approval of the holder of the related AB Subordinate Companion Loan
or with respect to the 540 West Madison Whole Loan, the related Loan-Specific Directing Holder (prior to the related Non-Trust
Subordinate Companion Loan Control Termination Event or Trust Subordinate Companion Loan Control Termination Event, as applicable),
will be required to the extent set forth in the related Co-Lender Agreement and the Directing Holder shall have no consent or consultation
rights regarding the matter; and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced
Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights
of the related mezzanine lender, if any, to advise or consult with the applicable Special Servicer with respect to, or consent
to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Co-Lender Agreement or mezzanine
intercreditor agreement, as applicable; provided that in the case of any release or substitution of collateral (other
than a defeasance), the applicable Special Servicer shall have obtained an Opinion of Counsel that such release or substitution
would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event to occur. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the applicable Special Servicer, as the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 






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The applicable Special
Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Mortgage Loan to fully amortize
prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially
Serviced Mortgage Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially
Serviced Mortgage Loan to a date occurring later than the earlier of (a)(1) other than with respect to the 540 West Madison
Whole Loan, October 2044 or (2) solely with respect to the 540 West Madison Whole Loan, September 2029 and (b) if such Specially
Serviced Mortgage Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring
twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the
ground lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan) with the consent of the Directing Holder, ten (10) years prior to the expiration of such leasehold estate
(including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide
for the deferral of interest unless interest accrues on the related Mortgage Loan or Serviced Whole Loan generally at the related
Mortgage Rate.


 


(c)         
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
shall be collected by any Master Servicer or applicable Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction
with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount
thereof is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver
or amendment to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          
To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),
and Section 6.08), the Master Servicer (as provided in Section 3.08(a) and 3.08(b) and subject to
the applicable Special Servicer’s processing and/or consent rights pursuant to Section 3.20(a) if any such waiver,
modification or amendment constitutes a Major Decision) or the applicable Special Servicer may, consistent with the Servicing Standard,
agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to
which default is not reasonably foreseeable only if it provides the Trustee and the Certificate Administrator with an Opinion of
Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be
collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the Master Servicer or the applicable Special Servicer, as the case may be, shall use its reasonable efforts
to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents).
Notwithstanding the foregoing, neither the Master Servicer nor the applicable Special Servicer may waive the payment of any Yield
Maintenance Charge or the requirement that any prepayment of a Mortgage Loan or Trust Subordinate Companion Loan be made on a Due
Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage
Loan, Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.


 






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(e)          
Subject to Section 3.18(c), the Master Servicer and the applicable Special Servicer each may, as a condition
to its granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other
matter or thing, the granting of which is within the Master Servicer’s or such Special Servicer’s, as the case may
be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and
is permitted by the terms of this Agreement, require that such Mortgagor pay to the Master Servicer or such Special Servicer, as
the case may be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed in
connection with such request; provided that the charging of such fee is not a “significant modification” of
the Mortgage Loan or Trust Subordinate Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)          
All modifications (including extensions), waivers and amendments of the Mortgage Loans and Companion Loans entered into
pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the applicable Special Servicer,
as the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan or Trust Subordinate Companion
Loan, if such guarantor’s signature is required by the applicable Special Servicer in accordance with the Servicing Standard).


 


(g)         
With respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18
hereof, the applicable Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Directing
Holder (other than (i) following the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan),
the applicable Companion Holder (unless, with respect to the holder of a Non-Trust Subordinate Companion Loan, a Non-Trust Subordinate
Companion Loan Control Termination Event has occurred and is continuing or with respect to the holder of a Trust Subordinate Companion
Loan, a Trust Subordinate Companion Loan Control Termination Event has occurred and is continuing), the Operating Advisor and the
17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and
executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect
to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible for processing
pursuant to Section 3.18 hereof, the Master Servicer shall provide written notice of any such modification, waiver
or amendment to the Trustee, the Certificate Administrator, the applicable Special Servicer (and such Special Servicer shall, prior
to the occurrence of a Consultation Termination Event and other than with respect to an Excluded Loan, forward such notice to the
Directing Holder), the applicable Companion Holder (unless, with respect to the holder of a Non-Trust Subordinate Companion Loan,
a Non-Trust Subordinate Companion Loan Control Termination Event has occurred and is continuing or with respect to the holder of
a Trust Subordinate Companion Loan, a Trust Subordinate Companion Loan Control Termination Event has occurred and is continuing)
and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a
copy to the Master Servicer (if such notice is being delivered by the applicable Special Servicer) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within
ten (10) Business Days)


 






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following the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt
of the Master Servicer’s or the applicable Special Servicer’s, as the case may be, delivery of the aforesaid modification,
waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder
of a Certificate (other than the Class R Certificates) upon request. With respect to the processing of any modification, waiver
or consent related to any Mortgagor incurring additional debt or mezzanine debt, the applicable Special Servicer (if such Special
Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the
Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the
later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business Days immediately following
the Master Servicer or the applicable Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such
additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of
Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding sentence shall set forth,
to the extent the applicable Special Servicer or Master Servicer, as the case may be, has the requisite information or can reasonably
obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt
service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting
Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, the applicable
Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator
that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information
on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the
Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time,
the Master Servicer, the applicable Special Servicer and Certificate Administrator may agree on a different delivery time and format
for the information set forth in this paragraph.


 


(h)         
(i) Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the
Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion
Loan in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating
thereto (provided, that for the avoidance of doubt, any such defeasance fee shall not include the applicable Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance that the applicable Special Servicer is entitled
to under this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced
Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master 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 applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled payments under the related Mortgage Loan or Trust Subordinate Companion Loan (or
defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted


 






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property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity)
on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents
and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor)
to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted
Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage Loan documents and,
if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting
such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan
documents, the Mortgagor shall establish a single purpose entity to act as a successor Mortgagor, if so required by the Rating
Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents
the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including
but not limited to the cost of maintaining any successor Mortgagor, and (vi) to the extent permissible under the Mortgage
Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided,
further, however, that no such confirmation from any Rating Agency shall be required to the extent that the Master
Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan
or Trust Subordinate Companion Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a
Mortgage Loan with a Cut-off Date Principal Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than
5% of the aggregate Cut-off Date Principal Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the
ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor
to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent
with the related Mortgage Loan documents, such reasonable costs shall be paid by the Mortgage Loan Seller as and to the extent
set forth in the Mortgage Loan Purchase Agreement.


 


(i)            Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the applicable
Special servicer’s processing and/or consent rights pursuant to Section 3.20(a) with respect to any such action
that constitutes a Major Decision) reasonably determines that allowing their use would not cause a default or event of default
to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the
extent permitted under the Mortgage Loan


 






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documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense)
to the effect that such use would not be and would not constitute a “significant modification” of such Mortgage Loan,
or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC
Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h)
(including receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities
are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(j)           
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be
maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master
Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in
a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any
Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan
in advance of its Due Date in accordance with clause (a)(i) of the definition of “Pooled Available Funds”
or clause (a)(i) of the definition of “540 West Madison Available Funds”, as applicable, and not as a prepayment
of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master 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).


 


(k)         
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the applicable Special Servicer,
as applicable, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by


 






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Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any defeasance transaction contemplated in the second sentence of (h), the applicable Special Servicer
shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion
of Counsel addressed to such Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will
not cause an Adverse REMIC Event.


 


Section 3.19     Transfer of Servicing Between Master Servicer and Special Servicers; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan), Serviced Companion Loan, the Master Servicer or the applicable Special Servicer, as the case may be, shall promptly give
notice to the Master Servicer or the applicable Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the
occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Holder thereof,
and the Master Servicer shall deliver the related Mortgage File and Servicing File to the applicable Special Servicer and concurrently
provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer
shall use its reasonable efforts to provide the applicable Special Servicer with all information, documents and records (including
records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable,
the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the applicable Special Servicer to enable it to assume its functions
hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix)
or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the applicable Special
Servicer of such Servicing Transfer Event when such Special Servicer makes the determination) and in any event shall continue to
act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until such
Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The
Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, any related Serviced Pari Passu
Companion Noteholder, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect to any
Excluded Loan) the Directing Holder, a copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the
applicable Special Servicer, or by the applicable Special Servicer to the Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class
Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic
Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable


 






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judgment of the
applicable Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage
Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the applicable Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related
Serviced Companion Noteholder (unless with respect to the Non- Trust Subordinate Companion Loan, a Non-Trust Subordinate Companion
Loan Control Termination Event or with respect to a Trust Subordinate Companion Loan, a Trust Subordinate Companion Loan Control
Termination Event has occurred, as applicable) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Holder and shall return the related Mortgage File and Servicing File to the
Master Servicer (or copies thereof if copies only were delivered to the applicable Special Servicer) and upon giving such notice,
and returning such Mortgage File and Servicing File to the Master Servicer, such Special Servicer’s obligation to service
such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and,
if applicable, the related Companion Loan shall recommence.


 


(b)         
In servicing any Specially Serviced Mortgage Loan and Serviced Companion Loans, the applicable Special Servicer will provide
to the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related
Mortgage File to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master
Servicer with copies of any additional related Mortgage Loan, Serviced Companion Loan information including correspondence with
the related Mortgagor.


 


(c)          
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records
with respect to each of the applicable Specially Serviced Mortgage Loans, Serviced Companion Loans and REO Properties (other than
with respect to a Non-Serviced Mortgage Loan) and shall provide such Special Servicer with any information in its possession with
respect to such records to enable the applicable Special Servicer to perform its duties under this Agreement; provided that
this statement shall not be construed to require the Master Servicer to produce any additional reports.


 


(d)         
Upon the earlier of (i) 60 days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and, if applicable, the related Companion Loan, and (ii) prior to taking action with respect to any Major Decision (or making
a determination not to take action with respect to a Major Decision) with respect to a Specially Serviced Mortgage Loan, the applicable
Special Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to such
Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property to the Master Servicer, the Directing
Holder (but only in respect of any Mortgage Loan other than any Excluded Loan, and in any event for so long as no Consultation
Termination Event has occurred and is continuing), the Operating Advisor (but, other than with respect to an Excluded Loan, only
after the occurrence and during the continuance of a Control Termination Event), the Controlling Class Representative (only in
the case of an Asset Status Report relating to any Serviced AB Whole Loan, and only for so long as no Consultation Termination
Event has occurred and is continuing), the 540 West Madison Controlling Class Representative (only in the case of an Asset Status
Report relating to the 540 West Madison Whole Loan, and only for so long as no Trust Subordinate Companion Loan Control Termination
Event has occurred and is continuing),


 






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with respect to any related Serviced Companion Loan, to the extent such Serviced Companion
Loan has been included in a securitization transaction, to the master servicer of such securitization into which such Serviced
Companion Loan has been sold or, to the extent such Serviced Companion Loan has not been included in a securitization transaction,
to the holder of such Serviced Companion Loan; and the 17g-5 Information Provider (which shall promptly post such report on the
17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced
Companion Loan, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer
of such Other Securitization into which the related Serviced Companion Loan has been sold or to the related Companion Holder. Such
Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information that
was delivered to the applicable Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer
Event:


 


(i)           
summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)         
(A) the applicable Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned
to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned
to the Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Mortgage Loan
or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were
or are being considered by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)          
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Mortgage Loan,
any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of
additional defaults under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)          a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)         the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 






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(viii)        an
analysis of whether or not taking such proposed 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 applicable Special Servicer made such determination and
(y) the net present value calculation and all related assumptions;


 


(ix)           the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)            such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status Report in writing or if the
applicable Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Holder (communicated to the applicable Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders,
such Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that such Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Directing Holder disapproves such Asset Status Report within ten (10) Business
Days of receipt and the applicable Special Servicer has not made the affirmative determination described above, such Special Servicer
shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than
thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Directing Holder
(prior to the occurrence of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence
of a Consultation Termination Event and during an Trust Subordinate Companion Loan Control Termination Event with respect to the
related AB Subordinate Companion Loan, the Operating Advisor (but only after the occurrence and during the continuance of a Control
Termination Event and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to
the occurrence and continuance of any Control Termination Event, the applicable Special Servicer shall revise such Asset Status
Report as described above in this Section 3.19(d) until the Directing Holder shall fail to disapprove such revised
Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the applicable
Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests
of the Certificateholders; provided that, if the Directing Holder has not approved the Asset Status Report for a period
of sixty (60) Business Days following the first submission of an Asset Status Report, the applicable Special Servicer may act upon
the most recently submitted form of Asset Status Report, if consistent with the applicable Servicing Standard; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The applicable Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement such report; 


 






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provided that such report shall have been prepared, reviewed
and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with
respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the applicable
Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for
an Excluded Loan which includes a Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Holder hereunder or under a related Co-Lender Agreement or failure of the Directing Holder to consent to or approve
(including any deemed consents or approvals) any request of the applicable Special Servicer, shall (a) require or cause the
applicable Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of this
Agreement, including the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose
the Master Servicer, the applicable Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Seller, the Trust,
the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to any claim,
suit or liability or (d) materially expand the scope of the applicable Special Servicer’s, Trustee’s or the Master
Servicer’s responsibilities under this Agreement.


 


The applicable Special
Servicer shall promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Mortgage Loan to (i)
the Operating Advisor and (ii) any Mortgage Loan other than an Excluded Loan, the Directing Holder (for so long as no Consultation
Termination Event has occurred) and the holder of the AB Subordinate Companion Loan (with respect to the 540 West Madison Whole
Loan, the holder of the Non-Trust Subordinate Companion Loan prior to a Non-Trust Subordinate Companion Loan Control Termination
Event and the holder of the Trust Subordinate Companion Loan after a Non- Trust Subordinate Companion Loan Control Termination
Event and prior to a Trust Subordinate Companion Loan Control Termination Event. The Operating Advisor shall provide comments to
the applicable Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later
of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating
Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be
in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates),
as a collective whole. The applicable Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Mortgage Loan
is not an Excluded Loan, the Directing Holder) in connection with the applicable Special Servicer’s preparation of any Asset
Status Report. The applicable Special Servicer shall revise the Asset Status Report as it deems necessary to take into account
any input and/or comments from the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially
Serviced Mortgage Loan is not an Excluded Loan, the Directing Holder), to the extent the applicable Special Servicer determines
that the Operating Advisor’s and/or Directing Holder’s input and/or recommendations are consistent with the Servicing
Standard and


 






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in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the
best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account
the pari passu or subordinate nature of such Companion Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event, the Directing Holder shall have no right to consent to any Asset Status
Report under this Section 3.19. After the occurrence and during the continuance of a Control Termination Event but
prior to the occurrence of a Consultation Termination Event, each of the Directing Holder and the Operating Advisor shall consult
with the applicable Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset
Status Report. After the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the
Directing Holder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or
otherwise consult with the applicable Special Servicer with respect to Asset Status Reports and the applicable Special Servicer
shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The applicable
Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing
Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Holder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Holder.


 


Notwithstanding the foregoing,
with respect to a Serviced AB Whole Loan, the applicable Special Servicer shall prepare an Asset Status Report for any Serviced
AB Whole Loan, upon it becoming a Specially Serviced Mortgage Loan pursuant to this Agreement and the related Co-Lender Agreement
and prior to the occurrence and continuance of an Trust Subordinate Companion Loan Control Termination Event, the Controlling Class
Representative will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect
to such Asset Status Report shall be as set forth in the related Co-Lender Agreement.


 


(e)          
(i)  Upon receiving notice of the occurrence of the events described in clause (v) and (vii)
of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein),
the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the applicable
Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such
Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to
comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)          
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 






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(f)          
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any Excluded Loan),
the applicable Special Servicer shall deliver in electronic format to the Directing Holder a draft notice that will include a draft
summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Asset Status Report with respect to an AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), a Non-Trust Subordinate
Companion Loan Control Termination Event or a Trust Subordinate Companion Loan Control Termination Event as applicable, to the
Directing Holder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of
a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Holder approves of,
or does not disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Holder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Holder until the Directing Holder approves such draft summary; provided, however,
that if the Directing Holder has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business
Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the Final
Asset Status Report delivered by the applicable Special Servicer prior to such 20th Business Day shall be deemed to be the final
summary of the Final Asset Status Report; provided, further, however, that if at any time the applicable Special
Servicer determines that any affirmative disapproval of such draft summary by the Directing Holder is not in the best interest
of all the Certificateholders pursuant to the Servicing Standard, the applicable Special Servicer shall deliver in electronic format
such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The applicable Special Servicer shall promptly
deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report
to the Operating Advisor. The applicable Special Servicer shall prepare a summary of any Final Asset Status Report related to any
Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal
Period, Non-Trust Subordinate Companion Loan Control Termination Event or Trust Subordinate Companion Loan Control Termination
Event, as applicable, which Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate
Companion Loan in accordance with the related Co-Lender Agreement (to the extent such Co-Lender Agreement requires such approval
or deemed approval), and deliver in electronic format notice of such final Asset Status Report and the summary of such Final Asset
Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)         
No provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 






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Section 3.20    
Sub-Servicing Agreements. (a)  The Master Servicer may enter into Sub-Servicing Agreements to provide for
the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer
to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer, shall for any
reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the
Trustee or any successor master servicer shall thereupon assume all of the rights and, except to the extent they arose prior to
the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02
hereof under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the
Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder
of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to
the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding
clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer,
as applicable, any successor master servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have
any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage
Loan or Trust Subordinate Companion Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Mortgage Loan or Trust Subordinate Companion Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does not
permit the Sub-Servicer to modify any Mortgage Loan or Trust Subordinate Companion Loan unless and to the extent the Master Servicer
is permitted hereunder to modify such Mortgage Loan or Trust Subordinate Companion Loan; (vii) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (viii) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated
(following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange
Act reporting items required to be delivered to the Master Servicer under Article XI or under the Sub-Servicing Agreement
or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, (B) to perform
in any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any
Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI or
under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a party to
or (C) to perform other covenants and obligations set forth in such Sub-Servicing Agreement in accordance with the terms of such
Sub-Servicing Agreement. Any successor master servicer hereunder shall, upon becoming successor master servicer be assigned and
may assume any Sub-Servicing Agreements from the predecessor Master Servicer (subject to Section 3.20(g) hereof). In
addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations of


 






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the
Sub-Servicer thereunder may terminate with respect to any Mortgage Loan or Trust Subordinate Companion Loan serviced thereunder
at the time such Mortgage Loan or Trust Subordinate Companion Loan becomes a Specially Serviced Mortgage Loan; provided,
however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports
required under the Sub-Servicing Agreement with respect to Specially Serviced Mortgage Loans and continue to collect its Primary
Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as
if no REO Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Mortgage Loans
and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer shall deliver to the Trustee
copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case
promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the
Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith,
all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been
advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such
Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as
they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable
between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement.
For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by
it receives such payment. The Master Servicer shall notify the applicable Special Servicer, the Trustee and the Depositor (and
such Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except
that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)         
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or Trust Subordinate Companion Loan or the compliance with its obligations under the Sub-Servicing
Agreement and the Master Servicer’s obligations under this Agreement.


 


(c)         
As part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee and the Certificateholders,
shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations of
each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall be required only to use reasonable
efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI hereof. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as
is in accordance with the Servicing Standard. The Master Servicer shall have the right to remove a Sub-Servicer retained by it
(other than any Sub-Servicer retained by it at the request of the Mortgage Loan Seller, which is only removable for


 






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cause) at any
time it considers removal to be in the best interests of Certificateholders in accordance with the terms of the related Sub-Servicing
Agreement.


 


(d)         
In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the
Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all
documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then
being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable
efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer
shall remain obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans serviced
hereunder and the Certificateholders for the performance of its 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 it alone were servicing and administering
the Mortgage Loans or Trust Subordinate Companion Loan for which it is responsible, and the Master Servicer shall pay the fees
of any Sub-Servicer thereunder as and when due from its own funds. In no event shall the Trust bear any termination fee required
to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)          
The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)         
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of
the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)         
With respect to Mortgage Loans or Trust Subordinate Companion Loan subject to a Sub-Servicing Agreement with the Master
Servicer, the applicable Special Servicer shall, upon request (such request to be made reasonably in advance as appropriate to
the


 






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circumstances surrounding such request) of the related Sub-Servicer, reasonably cooperate in delivering reports and information,
including remittance information, and affording access to information to the related Sub-Servicer that would be required to be
delivered or afforded, as the case may be, to the Master Servicer pursuant to the terms hereof.


 


(i)           
Notwithstanding anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to
make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies
under the Mortgage Loan documents without the consent of the Master Servicer. The Master Servicer’s consent may also be required
for certain other servicing decisions as provided in the related Sub-Servicing Agreement.


 


Section 3.21     Interest Reserve Account.


 


(a)  On the
Master Servicer Remittance Date occurring in each February and in any January that occurs in a year that is not a leap year (in
each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the
Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on
the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in
which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)          
On each Master Servicer 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 (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable.


 


Section 3.22     Directing Holder and Operating Advisor Contact with Master Servicer and Special Servicers. Within a reasonable time
upon request from the Directing Holder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each
of the Master Servicer and the Special Servicers shall, without charge, make a knowledgeable Servicing Officer via telephone available
to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Holder and (b) upon the occurrence and during the continuance of any Control Termination
Event, the Operating Advisor (with respect to the applicable Special Servicer only), regarding the performance and servicing of
the Mortgage Loans, the Trust Subordinate Companion Loan and/or REO Properties for which the Master Servicer or the applicable
Special Servicer, as the case may be, is responsible.


 


Section 3.23     Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of Directing
Holder. (a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of
a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer,


 






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the Certificate
Administrator, the applicable Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class
by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto, the selection of
a Controlling Class Representative or the resignation or removal thereof. The Controlling Class Representative is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the applicable Special Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Controlling Class Representative
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the General
Special Servicer, it shall be the Controlling Class Representative.


 


On the Closing Date,
the initial Controlling Class Representative shall deliver a certification substantially in the form of Exhibit P-1G to
this Agreement. Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling Class
Representative shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement prior to being
recognized as the new Controlling Class Representative.


 


(b)         
Once a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicers, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Controlling
Class Representative, by Certificate Balance, or such Controlling Class Representative shall have notified the Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class
Certificateholder, in writing, of the resignation of such Controlling Class Representative or the selection of a new Controlling
Class Representative. Upon the resignation of a Controlling Class Representative, the Certificate Administrator shall request the
Controlling Class Certificateholders to select a new Controlling Class Representative. In the event that (i) the Master Servicer,
the Certificate Administrator, the applicable Special Servicer, the Trustee or the Operating Advisor receives written notice from
a majority of the Controlling Class Certificateholders that a Controlling Class Representative is no longer designated and (ii)
the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) becomes the Controlling Class Representative pursuant to the proviso of the definition of “Controlling Class
Representative”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the
Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor that it
is the new Controlling Class Representative; provided that the Master Servicer, the Certificate Administrator, the applicable
Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently
verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling
Class.


 


(c)           Until it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Certificate Administrator,
the Operating Advisor and the Trustee shall be


 






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entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Controlling Class Representative.


 


(d)         
In the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicers,
as applicable, and the Master Servicer or the applicable Special Servicer, as the case may be, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Master Servicer or such Special Servicer, as applicable,
then until such time as the new Directing Holder is identified, the Master Servicer or such Special Servicer, as applicable, shall
have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may be.


 


(e)          
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating
Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative,
a list of each Controlling Class Certificateholder and the Loan-Specific Directing Holder as reflected in the Certificate Registrar,
including names and addresses. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection
of a new Controlling Class Representative or the existence of a new Controlling Class Certificateholder or Loan-Specific Directing
Holder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the applicable Special
Servicer. Notwithstanding the foregoing, RREF III Debt AIV, LP, shall be the initial Controlling Class Representative and shall
remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Controlling Class Representative.


 


(f)          
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class,
the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming
the Controlling Class.


 


(g)         
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Holder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Holder does
not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing
Holder 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 Directing Holder shall have no liability whatsoever (other than to a Controlling
Class Certificateholder, to the extent the Controlling Class Representative is the Directing Holder) for having so acted, and no
Certificateholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or principal
of the Directing Holder for having so acted.


 






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(h)          
All requirements of the Master Servicer and each Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Holder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that neither the Master Servicer nor the applicable Special Servicer shall provide information
that comprises Privileged Information following the date upon which they receive notice that such Non- Trust Subordinate Companion
Loan or Trust Subordinate Companion Loan is subject to a Non-Trust Subordinate Companion Loan Control Termination Event or Trust
Subordinate Companion Loan Control Termination Event, as applicable, and thereafter the Master Servicer and the applicable Special
Servicer shall only be required to provide such Loan–Specific Directing Holder with such information as is expressly required
to be delivered under the related Co-Lender Agreement; provided, however, that nothing in this subsection (h) shall in any
way eliminate the obligation to deliver any information required to be delivered under the related Co-Lender Agreement.


 


(i)           
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicers, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Holder and any AB Whole Loan Controlling Holder.


 


(j)           
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced
Whole Loan, the related Serviced Whole Loan Controlling Holder or Loan-Specific Directing Holder shall exercise such rights in
accordance with the related Co-Lender Agreement.


 


(k)          
The Certificate Registrar shall determine which Class of Control Eligible Certificates is the then-current Controlling Class
within two (2) Business Days of a request from the Master Servicer, the applicable Special Servicer, Certificate Administrator,
Trustee, or any Certificateholder and provide such information to the requesting party.


 


(l)           
At any time when the Class F Certificates are the Controlling Class Certificates, the holder of more than 50% of the Controlling
Class Certificates (by Certificate Balance) may waive its right to act as or appoint a Controlling Class Representative and to
exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling
Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor, the Certificate Administrator
(which shall be via email to trustadministrationgroup@wellsfargo.com), the Trustee, the Master Servicer, the Special Servicers
and the Operating Advisor. Any such waiver will remain effective with respect to such holder and the Class F Certificates until
such time as that Certificateholder has (i) sold a majority of the Class F Certificates (by Certificate Balance) to an unaffiliated
third party and (ii) certified to the depositor, the certificate administrator, the trustee, the master servicer, the special servicers
and the operating advisor that (a) the transferor retains no direct or indirect voting rights with respect to the Class F Certificates
that it does not own, (b) there is no voting agreement between the transferee and the transferor and (c) the transferor retains
no direct or indirect economic interest in the Class F Certificates. Following any such transfer, the successor holder of more
than 50% of the Class F Certificateholders (by Certificate Balance), if Class F


 






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 Certificates are the Controlling Class Certificates,
will again have the rights of the Controlling Class Representative as described in this prospectus supplement without regard to
any prior waiver by the predecessor Certificateholder. Such successor Certificateholder will also have the right to irrevocably
waive its right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class
Representative or cause the exercise of any of the rights of the Controlling Class Representative. No such successor Certificateholder
described above in this paragraph will have any consent rights with respect to any Mortgage Loan or Trust Subordinate Companion
Loan that became a Specially Serviced Mortgage Loan prior to its acquisition of a majority of the Class F Certificates that had
not also become a Corrected Loan prior to such acquisition until such Mortgage Loan or Trust Subordinate Companion Loan becomes
a Corrected Loan.


 


Whenever such an “opt-out”
by a Controlling Class Certificateholder is in effect, a Consultation Termination Event will be deemed to have occurred and continue;
and the rights of the holder of more than 50% of the Class F Certificates (by Certificate Balance), if they are the Controlling
Class Certificates, to act as or appoint a Controlling Class Representative and the rights of the Controlling Class Representative
will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise
then be in effect).


 


(m)            
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on
its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicer, the Special Servicers and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an
expense of the Trust). The Certificate Administrator shall notify the Operating Advisor and the Special Servicers within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon
the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred
or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account the
application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination
Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25% of the Original
Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F Certificateholder who
has become the Controlling Class Certificateholder of its right to appoint a Controlling Class Representative or to exercise any
of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and
a Consultation Termination Event has occurred due to


 






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the irrevocable waiver by the Controlling Class Certificateholder of its rights
as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Appraisal Reduction Amounts, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in
a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver
by the prior Holder.”


 


Section 3.24     Co-Lender Agreements. (a)  Each of the Master Servicer and Special Servicers acknowledges and agrees that
each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms
and provisions of the related Co-Lender Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan
with mezzanine debt in accordance with the related Co-Lender Agreement and this Agreement, including, without limitation, effecting
distributions and allocating reimbursement of expenses in accordance with the related Co-Lender Agreement and, in the event of
any conflict between the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement shall
govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicers agrees not to take
any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without
the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Co-Lender
Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action.
Each of the Master Servicer and Special Servicers acknowledges and agrees that each Companion Holder and each mezzanine lender
or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Co-Lender Agreement to the extent provided for therein. All parties hereto further acknowledge and agree that any
AB Whole Loan Controlling Holder will have the right to replace the applicable Special Servicer solely with respect to the related
Serviced AB Whole Loan and shall be entitled to exercise all approval rights of the Directing Holder regarding any Asset Status
Report in respect of the Mortgage Loan or related REO Property, without regard to the occurrence of any Control Termination Event
or Consultation Termination Event with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in
the related Co-Lender Agreement.


 


(b)         
Neither the Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that
arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Co-Lender Agreement or conflict


 






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between the terms of this Agreement and the terms of such Co-Lender Agreement. Notwithstanding any provision of any Co-Lender Agreement
that may otherwise require the Master Servicer or such Special Servicer to abide by any instruction or direction of a Companion
Holder or a mezzanine lender, neither the Master Servicer nor such Special Servicer shall be required to comply with any instruction
or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no
event shall any expense arising from compliance with a Co-Lender Agreement constitute an expense to be borne by the Master Servicer
or the applicable Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the applicable
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact
information for the Companion Holders and mezzanine lenders is as set forth in the related Co-Lender Agreement or mezzanine intercreditor
agreement, as applicable, or as otherwise set forth in Section 13.05. In no event shall the Master Servicer or the applicable
Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Controlling Class Representative
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
such Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or such Special Servicer,
as applicable, have actual knowledge of the identity and contact information of a new Controlling Class Representative or a new
Controlling Class Certificateholder.


 


(c)         
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master
Servicer or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law
or any provision of this Agreement, including the Master Servicer’s or such Special Servicer’s obligation to act in
accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the
Grantor Trust, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s,
the Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.


 


(d)          
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling
Class Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of
such Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Companion
Holder or is exercisable in conjunction with any related Companion Holder, the Controlling Class Representative shall not be permitted
to exercise such right or, to the extent provided in the related Co-Lender Agreement, shall be required to exercise such right
in conjunction with the related Companion Holder, as applicable (except to the extent that the Controlling Class Representative
is the related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary,
the Master Servicer or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent
of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to
the extent required under related Co-Lender Agreement and shall not take such actions requiring consent of


 






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the related Companion
Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the applicable Special
Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Co-Lender
Agreement.


 


(e)          
Notwithstanding anything in this Agreement to the contrary, the applicable Special Servicer shall be required (i) to provide
copies of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant
to this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide
to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be
provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or
a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the
extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after the expiration
of a period of ten (10) Business Days from the delivery to such related Companion Holder by the applicable Special Servicer of
written notice of a proposed action, together with copies of the notice, information and report required to be provided to the
Controlling Class Certificateholder, the applicable Special Servicer shall no longer be obligated to consult with such related
Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless,
such Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which
case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information
relating thereto). Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding
sentence, such Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the
expiration of the aforementioned ten (10) Business Day period if such Special Servicer determines that immediate action with respect
thereto is necessary to protect the interests of the Certificateholders and the related Companion Holder. In no event shall the
applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion
Holder.


 


(f)          
In addition to the consent and consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the
immediately preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion
of the Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the Master Servicer or the applicable
Special Servicer at the offices of the Master Servicer or such Special Servicer, as applicable, upon reasonable notice and at times
reasonably acceptable to the Master Servicer or such Special Servicer, as applicable, in which servicing issues related to the
related Whole Loan are discussed.


 


(g)         
With respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the
related Co-Lender Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than
2


 






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Business Days after receipt by the Master Servicer of properly identified and available funds constituting the related Periodic
Payment without the consent of the Master Servicer.


 


Section 3.25     Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business 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 Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.”


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans and the Trust Subordinate Companion Loan (other than as set forth in clause (y) below), the requirement to obtain
a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency
and the Master Servicer or the applicable Special Servicer, as the case may be, may then take such action if the Master Servicer
or the applicable Special Servicer, as applicable, confirms its original determination (made prior to making such request) that
taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing
Standard, and (y) with respect to a replacement of the Master Servicer or the applicable Special Servicer, such condition
shall be deemed not to apply (as if such requirement did not exist) if (i) it has been appointed and currently serves as a master
servicer or special servicer on a transaction-level basis on a transaction currently rated by Moody’s that currently has
securities outstanding and for which Moody’s has not cited servicing concerns of the applicable replacement as the sole or
a material factor in such rating action or any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization
transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s
is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3”
(in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding
Rating Agency (iii) KBRA has not cited servicing concerns of the applicable replacement master 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)


 






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of securities in any other commercial mortgage-backed securitization
transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if KBRA
is the non-responding Rating Agency or (iv) it 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, if S&P is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicers, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or such Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider
of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)         
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage
Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination
with respect to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such
requirement did not exist).


 


(c)         
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          
With respect to any Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to
the servicing and administration of the related Mortgage Loan, the related Serviced Whole Loan or any related REO Property (including,
but not limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (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 Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, as applicable, depending on whichever such party is seeking the


 






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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
Serviced Companion Loan Securities will be subject to, and will be deemed not to apply on or deemed to be waived on, as applicable,
the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided,
that the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, 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, special servicer, trustee or certificate administrator, if and as
applicable), the Rule 17g-5 information provider for the Other Securitization Trust, or such other party or parties (as are agreed
to by the Master Servicer, Special Servicer, Trustee, Certificate Administrator, Controlling Class Representative or applicable
Certificateholders, 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 related Mortgagor, 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 applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Depositor under this Agreement for posting
on the Depositor’s 17g-5 Website 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 Depositor, and (iii) any other materials that the
applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 


Section 3.26     The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available
to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Mortgage Loan
(other than a Servicing Shift Mortgage Loan), and (B) that is contained in the CREFC® Servicer Watch List prepared
by the Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)         
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as
“Privileged Information” received from the applicable Special Servicer or Directing Holder in connection with the Directing
Holder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or
approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


With respect to the determination
of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing, or has terminated, the
Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice there of pursuant to this
Agreement, and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence and continuance
of a Control Termination Event and/or Consultation Termination Event, the Operating Advisor shall have no obligation to perform
any


 






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such duties until the receipt of such notice or actual knowledge of the occurrence of a Control Termination Event or Consultation
Termination Event, as applicable.


 


(c)          
(i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Operating
Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans (other than any Servicing Shift Mortgage Loan prior to the related Servicing Shift Securitization
Date) were Specially Serviced Mortgage Loans during the prior calendar year) deliver to the Certificate Administrator and the 17g-5
Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Termination
Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating
Advisor’s assessment of the applicable Special Servicer’s performance of its duties under this Agreement during the
prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially Serviced
Mortgage Loans that the applicable Special Servicer is responsible for servicing under this Agreement; provided, further,
however, that in the event the applicable Special Servicer is replaced, the Operating Advisor Annual Report shall only relate
to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in
such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced
AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the applicable Special Servicer’s
performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of a Non-Trust Subordinate
Companion Loan Control Termination Event under the related Co-Lender Agreement. Subject to the restrictions in this Agreement,
including, without limitation, Section 3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify
any material deviations (i) from the Servicing Standard and (ii) from the applicable special servicer’s obligations
under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties that
the applicable Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property
related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement
regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered
to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating
Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided,
however, that the applicable Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report
at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The
Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the
applicable Special Servicer. Only as used in this Section 3.26 in connection with the


 






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Operating Advisor Annual Report,
the term “platform-level basis” refers to the applicable Special Servicer’s performance of its duties as they
relate to the resolution and/or liquidation of Specially Serviced Mortgage Loans, taking into account the applicable Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the applicable Special Servicer (other than any communications
between the Controlling Class Representative, the Directing Holder and such Special Servicer that would be Privileged Information)
pursuant to this Agreement.


 


(ii)         
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual
Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to
the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and
completeness of any information it is provided without liability for any such reliance hereunder.


 


(d)          
Prior to the occurrence and continuance of a Control Termination Event, the applicable Special Servicer will forward any
Appraisal Reduction Amount and net present value calculations used in the applicable Special Servicer’s determination of
what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the Operating
Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on
or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)          
(i)  After the occurrence and during the continuance of a Control Termination Event, after the calculation but
prior to the utilization by the applicable Special Servicer of any of the calculations related to (i) Appraisal Reduction
Amounts or (ii) net present value in accordance with Section 1.02(iv), the applicable Special Servicer shall forward
such calculations, together with any supporting material or additional information necessary in support thereof (including such
additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations,
but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after
receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)          
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount (as calculated by the applicable Special Servicer) or net present value or the
application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating
Advisor and applicable Special Servicer shall consult with


 






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each other in order to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or
any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with such
Special Servicer and provide any information reasonably requested by such Special Servicer necessary for the calculation of the
Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply (and shall provide prompt written
notice of such determination to the Operating Advisor and the applicable Special Servicer).


 


(f)          
Notwithstanding the foregoing, the Operating Advisor shall have no specific involvement with respect to collateral substitutions,
assignments, workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions, lease changes or other similar
actions that the applicable Special Servicer may perform under this Agreement.


 


(g)         
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such information to any other Person (including any Certificateholders which are not then included
in the Control Eligible Certificates, other than the Controlling Class Representative), other than any party hereto, to the extent
expressly set forth herein, and the Operating Advisor shall not, without the prior written consent of the applicable Special Servicer
disclose any such Privileged Information to any other Person, except to the extent that (i) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by such parties, (ii)
it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental
agencies, (iii) such Privileged Information was already known to such party and otherwise not subject to a confidentiality obligation
or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment or decree requiring the disclosure of
such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense of the Trust) delivered to the Master
Servicer, the Operating Advisor, the Certificate Administrator, the applicable Special Servicer the Directing Holder and the Trustee.
Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and
any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable
to the Operating Advisor.


 


(h)         
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to
time in accordance with the terms of Section 4.07(a).


 


(i)           
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Distribution Date with respect to each


 






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Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage
Loans but not any Companion Loan other than the Trust Subordinate Companion Loan), each REO Loan and Trust Subordinate Companion
Loan. As to each Mortgage Loan, each REO Loan and Trust Subordinate Companion Loan, the Operating Advisor Fee shall accrue from
time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage
Loan, REO Loan or Trust Subordinate Companion Loan, as the case may be, and in the same manner as interest is calculated on the
related Mortgage Loan, REO Loan or Trust Subordinate Companion Loan, as the case may be, and, in connection with any partial month
interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or Trust Subordinate
Companion Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or
6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting
Fee is actually received from the related Mortgagor; provided, that for so long as a Consultation Termination Event is continuing,
if the related Mortgagor fails to pay the Operating Advisor Consulting Fee, then such fee will be paid out of general collections.
When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer
or the applicable Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing
Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision,
but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or applicable Special Servicer,
as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if
it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer
or such Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other
than requests for collection; provided that the Master Servicer or such Special Servicer, as applicable, shall consult,
on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating
Advisor shall have no obligations or consultation rights with respect to: (i) any Non-Serviced Whole Loan or any related REO Property,
(ii) any Servicing Shift Whole Loan or (iii) with respect to any AB Mortgage Loan, prior to the occurrence and continuance of both
an Trust Subordinate Companion Loan Control Termination Event and a Control Termination Event; provided, further,
that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole
Loan.


 


(j)           
Upon (i) the written direction of Holders of Non-Reduced Certificates evidencing not less than 15% of the Voting Rights
of the Non-Reduced Certificates requesting a


 






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vote to terminate and replace the Operating Advisor with a proposed successor Operating
Advisor provided that the proposed successor Operating Advisor is an Eligible Operating Advisor) and (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, the Certificate Administrator shall promptly provide written notice to all Certificateholders
and the Operating Advisor of such request by posting such notice on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and concurrently by mail. Upon the written direction of holders of more than 50% of the Voting
Rights of the Non-Reduced Certificates that exercise their right to vote (provided that holders of at least 50% of the Voting Rights
of the Non-Reduced Certificates exercise their right to vote), the Trustee will terminate all of the rights and obligations of
the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to the date of such termination
and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the Operating
Advisor, and the proposed successor operating advisor will be appointed.


 


(k)         
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided, that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee
will, as soon as possible, be required to give written notice of the termination and appointment to the applicable Special Servicer,
the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Controlling Class Representative
(for any Mortgage Loan other than an Excluded Loan and only if no Consultation Termination Event has occurred) and the Certificateholders.


 


(l)           
The holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the certificate
administrator of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination
Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate
administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with
respect to such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)         
Prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative shall have
the right to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement
Operating Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will
be deemed to have been granted if no objection is made within ten (10) Business Days following the


 






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Controlling Class Representative’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Controlling Class Representative, if applicable, and (b) upon the appointment of, and the
acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee
of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become effective until
the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations.
The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the
Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


In addition, the Operating
Advisor has the right to resign without cost or expense on or after any date on which the aggregate Stated Principal Balance of
the Mortgage Loans remaining in the issuing entity is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date. The Operating Advisor will provide all of the parties to this Agreement and the Directing Holder
30 days prior written notice of any such resignation. If the Operating Advisor resigns pursuant to the foregoing, then no replacement
operating advisor will be appointed. The resigning Operating Advisor will be entitled to any rights and subject to any obligations
that accrued under this Agreement prior to the date of any such resignation (including accrued and unpaid compensation) and any
indemnification rights arising out of events occurring prior to its resignation.


 


(o)          
In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class
R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without payment of any termination
fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation)
and other than indemnification rights arising out of events occurring prior to such termination). In connection with any termination
pursuant to this Section 3.26(o), no successor Operating Advisor shall be appointed. Upon receipt of written notice
of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its
termination pursuant to this Section 3.26(o).


 


(p)          
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)          
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have


 






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no (A) fiduciary
duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any particular
Class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)           
The Operating Advisor shall not make any investment in any Class of Certificates; provided, however, that
such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain
policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


Section 3.27     Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement.


 


(b)          
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)          
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to
resign or be removed.


 


(d)          
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28     Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for,
the Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto. In the
event a Companion Holder transfers a


 






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Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall
have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such
payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement.


 


Section 3.29     Certain Matters Relating to the Non-Serviced Mortgage Loans. (a)  In the event that any of the applicable
Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced
in accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and the applicable Special Servicer
shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)         
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


(c)         
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate
with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole
Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
document(s) relating to such Other Securitization.


 


(d)         
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Co-Lender Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance of
a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is
required. The applicable Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence
and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set
forth in the related Co-Lender Agreement.


 






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(e)          
With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance
of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.


 


(f)          
With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.


 


(g)         
On each Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the
related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall
be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related
Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice
from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing
Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing
File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses
(9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related
Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


 


Upon receipt of notice
from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing
Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the
related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer
of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related
Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly upon any change
in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact
information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced
Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


(h)         
With respect to the 10 Hudson Yards Whole Loan, the Master Servicer, the General Special Servicer and the Trustee shall
be required to notify any related Other Servicers and any related Other Trustees of any P&I Advance with respect to the 10
Hudson Yards Mortgage Loan within two (2) Business days of making such P&I Advance.


 


Section 3.30     Delivery of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master
Servicer, a Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the
Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such


 






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other electronic
means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed
by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information
that is not appropriately labeled and delivered in accordance with this Section 3.30(a) shall not be separately posted
as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered
to the Certificate Administrator pursuant to this Section 3.30(a) shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicer, the applicable Special Servicer or the Operating Advisor shall have any obligations to separately
label and deliver any Excluded Information in accordance with this Section 3.30(a) until such party has received written
notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing
set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website, such Directing Holder or Controlling Class Certificateholder that is not a Borrower Party with respect
to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 3.13(a).


 


(b)         
Nothing set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from
receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which
the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Holder or
Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall
be permitted to reasonably request and obtain such information in accordance with Section 4.02(f) of this Agreement.


 


Section 3.31     Trust Subordinate Companion Loan. (a) With respect to the Trust Subordinate Companion Loan, references to actions
being taken for the benefit of the Trust Subordinate Companion Loan or in the best interests of the holders of the Loan-Specific
Certificates in this Agreement shall be deemed to be taken (and subject to the same considerations) also for the benefit of, or
to be taken in the best interests of, the Holders of the Loan-Specific Certificates, as beneficial owners of the Trust Subordinate
Companion Loan.


 


(b)         
Any notices, reports or other information related to the Trust Subordinate Companion Loan required to be delivered by a
party under this Agreement or the related Co-Lender Agreement to the holders of the Loan-Specific Certificates or the holders of
the Trust Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders) to the Loan-Specific Directing Holder
by such party within the same time periods as such notices, reports or


 






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other information are required to be delivered to the holder
of the Trust Subordinate Companion Loan.


 


(c)          
Any consents required to be obtained from the holder of a Trust Subordinate Companion Loan under this Agreement or the related
Co-Lender Agreement or any obligation under this Agreement or the related Co-Lender Agreement of the Master Servicer or the applicable
Special Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction of the holder
of the Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent of or
follow the direction of the Loan-Specific Directing Holder.


 


(d)          
Any rights exercisable by the holder of the Non-Trust Subordinate Companion Loan under this Agreement or the related Co-Lender
Agreement with respect to the exercise of any right to replace the applicable Special Servicer with respect to the 540 West Madison
Whole Loan, cure rights, rights to post “threshold collateral” or purchase option rights shall be exercisable by the
Loan-Specific Directing Holder prior to a Non-Trust Subordinate Companion Loan Control Termination Event and any amounts payable,
or actions required to be taken in connection with such exercise, shall be payable from or taken by such Loan-Specific Directing
Holder, as applicable. In addition, subject to the foregoing and applicable REMIC Provisions, the applicable Loan-Specific Directing
Holder may direct the Master Servicer or the applicable Special Servicer, on behalf of the Trustee and the holders of the Loan-Specific
Certificates to implement the holder of the Non-Trust Subordinate Companion Loan’s or the holders of the Trust Subordinate
Companion Loan’s, as applicable, exercise of any rights, to the extent that each such holder is entitled to such rights under
the related Co-Lender Agreement. For the avoidance of doubt, in no event shall the Master Servicer or the applicable Special Servicer
be required to advance any cure payment or purchase price due under the related applicable Agreement.


 


(e)           Prior to the applicable Special Servicer (i) obtaining the consent of, or consulting with the Loan-Specific Directing
Holder to the extent provided for under the related Co-Lender Agreement, (ii) delivering any Asset Status Report to the Loan-Specific
Directing Holder, or (iii) permitting the exercise of any cure rights in accordance with the related Co-Lender Agreement,
the Loan-Specific Directing Holder shall have delivered to the applicable Special Servicer an officer’s certificate in form
and substance acceptable to the applicable Special Servicer (with a copy to the Master Servicer), as applicable, stating such party
is not the related Mortgagor or an affiliate of the related Mortgagor or acting on behalf of the related Mortgagor or one or more
of its Affiliates.


 


(f)          
Subject to Section 3.01(p), at any time the 540 West Madison Mortgage Loan is not part of the Trust, the Master
Servicer or applicable Special Servicer shall have no obligation to service the related Mortgage Loan and shall solely service
the Trust Subordinate Companion Loan until the Trust Subordinate Companion Loan is removed from the Trust pursuant to Section 3.31(g)
and shall have no obligation to make any Advance with respect to the Trust Subordinate Companion Loan, the related Mortgage Loan
or the related AB Whole Loan.


 


(g)          
Within two (2) Business Days following the removal of the 540 West Madison Mortgage Loan from the Trust as a result of the
sale of such 540 West Madison


 






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Mortgage Loan pursuant to Section 3.18, the Special Servicer shall provide written notice
(an “Exchange Election Notice”) to the Certificate Administrator who shall notify the Loan-Specific Directing
Holder that the Holders of all of the Loan-Specific Certificates may unanimously elect to exchange their Certificates for the Trust
Subordinate Companion Loan (an “Exchange”) by delivery of written notice (an “Acceptance Notice”)
to the Depositor, Master Servicer, applicable Special Servicer, Certificate Administrator and Trustee within 5 Business Days of
receipt of the Exchange Election Notice. In the event an Acceptance Notice is not delivered within such 5 Business Days, the Special
Servicer shall use commercially reasonable efforts to sell the Trust Subordinate Companion Loan, for the fair value of such asset.
The Holders of such class of Certificates shall pay (from their own funds and not from amounts allocable from any portion of the
Trust to such Class of Certificates) all costs and expenses of the Master Servicer, Special Servicer, the Certificate Administrator
and Trustee incurred in connection with the Exchange. The Exchange shall be subject to the reasonable procedures established by
the Trustee and Certificate Registrar in connection with the Exchange.


 


Section 3.32     Loan-Specific Directing Holder. (a)  The Certificateholder(s) holding more than fifty percent (50%) of
the Certificate Balance of the Loan-Specific Certificates shall have the right to appoint and replace (for any reason) the Loan-Specific
Directing Holder.


 


(b)          
The Loan-Specific Directing Holder shall not have any liability to the Holders of the Loan-Specific Certificates or any
other Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent or
failure to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance of a Loan-Specific
Certificate or other Certificate, each holder of a Loan-Specific Certificate or other Certificate will be deemed to have confirmed
its agreement that the Loan-Specific Directing Holder may take or refrain from taking actions, or give or refrain from giving any
consents, that favor the interests of the appointing Certificateholder(s) over any other holder of such Class of Certificates or
other Certificate, and that the Loan-Specific Directing Holder may have special relationships and interests that conflict with
the interests of other Holders of such Class of Certificates or any other Certificates, will be deemed to have agreed to take no
action against Loan-Specific Directing Holder or any of its officers, directors, employees, principals or agents as a result of
such special relationships or interests, and that any Loan-Specific Directing Holder will not be deemed to have been grossly negligent
or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its
rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent,
solely in the interests of the Holders of the Loan-Specific Certificates.


 


(c)          
Each Holder of a Loan-Specific Certificate is hereby deemed to have agreed by virtue of its purchase of such a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the applicable Special Servicer and the Operating Advisor of the transfer of any such Certificate, the selection of a Loan-Specific
Directing Holder or the resignation or removal thereof, by delivering a notice to each such Person substantially in the form of
Exhibit TT attached hereto (which notice shall include the contact information of the selected Loan-Specific Directing Holder,
if applicable).


 






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(d)          
With respect to the 540 West Madison Whole Loan, the Loan-Specific Directing Holder shall be entitled, prior to the occurrence
and continuance of a related Non-Trust Subordinate Companion Loan Control Termination Event or Trust Subordinate Companion Loan
Control Termination Event, as applicable, to exercise the rights of the “Controlling Noteholder”, as defined in and
under the terms of, the related Co-Lender Agreement.


 


(e)           
The applicable Special Servicer shall be responsible for obtaining any consent of the Loan-Specific Directing Holder for
“Major Decisions” (as defined in the related Co-Lender Agreement) or as otherwise required hereunder or under the terms
of any related Co-Lender Agreement.


 


Section 3.33       
Litigation Control.


 


(a)           
The applicable Special Servicer (with respect to each Mortgage Loan and Serviced Whole Loan) shall in accordance with the
Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, other obligor on the
related Note or any affiliates thereof (each a “Borrower-Related Party”) against the Trust (including, without
limitation, any action in which both the Trust and the Master Servicer are named), and/or the applicable Special Servicer, and
represent the interests of the Trust in any litigation relating to a Mortgage Loan or Whole Loan, as applicable, the related Mortgaged
Property or other collateral securing such Mortgage Loan or Whole Loan, or the enforcement of the obligations of a Borrower-Related
Party under the related Mortgage Loan or Trust Subordinate Companion Loan documents (“Loan-Related Litigation”).
In the event that the Master Servicer is named in any Loan-Related Litigation but the applicable Special Servicer is not named
in such Loan-Related Litigation (and regardless of whether the Trust is named), the Master Servicer shall notify the Directing
Holder (for so long as no Consultation Termination Event has occurred and is continuing) and the applicable Special Servicer of
such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving
service of such Loan-Related Litigation.


 


(b)          
To the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the applicable Special
Servicer is named, in order to effectuate the role of the applicable Special Servicer as contemplated by the immediately preceding
paragraph, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to time on a more frequent basis)
status reports to the applicable Special Servicer, regarding such Loan-Related Litigation; (ii) use reasonable efforts to have
the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains
a party to the lawsuit, consult with and act at the direction of the applicable Special Servicer with respect to material decisions
and material monetary settlements related to the interests of the Trust in such Loan-Related Litigation, including but not limited
to the selection of counsel. If and/or once the Trust and/or the applicable Special Servicer are named, the applicable Special
Servicer shall assume control of the Loan-Related Litigation as provided in Section 3.33(a) above, the Master Servicer shall
no longer have the reporting obligations set forth above and the applicable Special Servicer’s selection of counsel shall be subject
to the consent of the Master Servicer which consent shall not be unreasonably withheld, delayed or conditioned. Further, if there
are claims against the Master Servicer, the Trust, and the applicable Special Servicer, each party at the


 



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request of the other
shall enter into a joint defense agreement in accordance with Section 3.33(h) below.


 


(c)           
Neither Special Servicer shall (i) undertake (or direct the Master Servicer to undertake) any material settlement of any
Loan-Related Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Directing
Holder (for so long as no Consultation Termination Event has occurred and is continuing and to the extent the identity of the Directing
Holder is actually known to the applicable Special Servicer; provided that the applicable Special Servicer shall make due inquiry
of the Certificate Administrator as to the identity of the Directing Holder), and the related holder of any Companion Loan (if
such matter affects a Companion Loan and to the extent the identity of the holder of such Companion Loan is actually known to the
applicable Special Servicer), and the Directing Holder (for so long as no Control Termination Event has occurred and is continuing)
has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all information
that the Directing Holder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it
being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such
five (5) Business Day period, then the Directing Holder shall be deemed to have approved the taking of such action); provided that,
if the applicable Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect
the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related Companion Loan Holders, the applicable
Special Servicer may take such action without waiting for the Directing Holder’s response.


 


(d)          
Notwithstanding the foregoing, neither of the applicable Special Servicer nor the Master Servicer shall follow any advice,
direction or consultation provided by the Directing Holder that would require or cause the applicable Special Servicer or the Master
Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the applicable
Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the applicable
Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust
REMIC created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to qualify as a grantor trust
for federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or materially expand the scope of the applicable Special Servicer’s, the Master Servicer’s,
the Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)           
Notwithstanding the right of the applicable Special Servicer to represent the interests of the Trust in Loan-Related Litigation,
the Master Servicer shall retain the right at all times to make determinations in the Master Servicer’s sole discretion,
relating to material and direct claims against the Master Servicer where a settlement by the applicable Special Servicer has not
otherwise been resolved pursuant to the terms of clause (g) below, including but not limited to the right to engage separate counsel,
to make settlement decisions and to appear in any proceeding on its own behalf. The cost related to or incurred in connection with
exercising such rights shall be subject to indemnification as and to the extent provided in this Agreement.


 






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(f)           
Further, nothing in this Section shall require the Master Servicer, the applicable Special Servicer or any other party to
this Agreement to take or fail to take any action which, in such party’s reasonable judgment, may result in a violation of
the REMIC Provisions, Grantor Trust Provisions, subject the Master Servicer, the applicable Special Servicer or other such party
to liability, or materially expand the scope of the Master Servicer’s, the applicable Special Servicer or such other party’s
obligations under this Agreement.


 


(g)           
In the event where the Master Servicer or the applicable Special Servicer is a named party neither the applicable Special
Servicer nor the Master Servicer shall settle on behalf of the other such party any Loan-Related Litigation without such other
party’s consent unless: (i) such settlement does not contain or require any admission of liability, wrongdoing or consent
to injunctive relief on the part of such other party and such other party is fully released, (ii) the cost of such settlement or
any resulting judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement,
(iii) such other party is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred
in defending and settling the Loan-Related Litigation and for any judgment, (iv) any such action taken by the Master Servicer at
the direction of the applicable Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing
Standard and (v) the Master Servicer or the applicable Special Servicer, as applicable, provides such other party with assurance
reasonably satisfactory to such other party, as to the items in clauses (i), (ii), (iii) and (iv).


 


(h)      
    In the event both the Master Servicer and the applicable Special Servicer or Trust are named
in Loan-Related Litigation, the Master Servicer and the applicable Special Servicer shall (i) to the extent that the Master
Servicer and the applicable Special Servicer deem it appropriate, use reasonable efforts to enter into a joint defense
agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and the applicable Special Servicer the
rights afforded to such party in this Section 3.33.


 


(i)            
This Section shall not apply in and to the extent that the applicable Special Servicer authorizes the Master Servicer, and
the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related
Litigation on behalf of the Trust in accordance with the Servicing Standard.


 


(j)            
Notwithstanding the foregoing, (x) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate
Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, in its respective individual capacity, or in the
event that any judgment is rendered against the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or
Operating Advisor, as applicable, in its individual capacity, the Trustee, Certificate Administrator, Custodian, Asset Representations
Reviewer or Operating Advisor, as applicable, upon prior written notice to the Master Servicer or the applicable Special Servicer,
as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests
(but not to otherwise direct, manage or prosecute such litigation or claim); (y) in the event of any action, suit, litigation or
proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor,
guarantor or other obligor under the related Mortgage Loan documents or Trust Subordinate Companion Loan documents, or otherwise
relating to one or more Mortgage Loans,


 



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the Trust Subordinate Companion Loan or Mortgaged Properties, neither the Master Servicer
nor the applicable Special Servicer shall, without the prior written consent of the Trustee, Certificate Administrator, Custodian,
Asset Representations Reviewer or Operating Advisor, as applicable, (i) initiate an action, suit, litigation or proceeding in the
name of the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as applicable,
whether in such capacity or individually, (ii) engage counsel to represent the Trustee, Certificate Administrator, Custodian, Asset
Representations Reviewer or Operating Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate
Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as applicable, in its individual capacity, or (iv)
prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar
actions with the intent to cause, and that actually causes, the Trustee, Certificate Administrator, Custodian, Asset Representations
Reviewer or Operating Advisor, as applicable, to be registered to do business in any state (provided that neither the Master Servicer
nor the applicable Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator,
Custodian, Asset Representations Reviewer or Operating Advisor to grant such consent); and (z) in the event that any court finds
that the Trustee, Certificate Administrator, Custodian, Asset Representations Reviewer or Operating Advisor, as applicable, is
a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage
Loan, the Trust Subordinate Companion Loan, the Trustee, the Certificate Administrator, the Custodian, the Asset Representations
Reviewer or the Operating Advisor, as applicable, shall have the right to retain counsel and appear in any such proceeding on its
own behalf in order to protect and represent its interests, whether as Trustee, Certificate Administrator, Custodian, Asset Representations
Reviewer or Operating Advisor, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation
or claim); provided, however, nothing in this subsection shall be interpreted to preclude the applicable Special Servicer (with
respect to any material Loan-Related Litigation, with the consent or consultation of the Directing Holder prior to the occurrence
and continuance of a Control Termination Event or Consultation Termination Event, respectively) from initiating any action, suit,
litigation or proceeding in its name as representative of the Trust.


 


Notwithstanding the foregoing
or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall have no force
and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced or at any time
during the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC or Trimont Real Estate Advisors, LLC, as applicable,
is no longer the applicable Special Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice
of its replacement as Special Servicer with respect to the related Mortgage Loan or related Whole Loan whether or not such replacement
is effective or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, or any of their respective affiliates
is an adverse party (with respect to the Trust or the applicable Special Servicer) to such Loan-Related Litigation or holds any
interest which is adverse to the Trust or the applicable Special Servicer in the related Mortgage Loan or related Whole Loan (or
any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to in
writing by each of the Depositor, Mortgage Loan Seller, Initial Purchaser, or affiliate that is such a party or holds such interest.
In each case under clauses (i) and (ii) above, the applicable party listed above shall use reasonable efforts to provide notice
of such occurrence to the Master


 



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Servicer pursuant to this Agreement. For the avoidance of doubt, the rights and obligations of
the Master Servicer and the applicable Special Servicer relating to any Loan-Related Litigation shall be limited solely to the
representation of the Trust and itself, separate and apart from the interests of any other party thereto. For the further avoidance
of doubt, in such circumstance described in this paragraph, the rights and obligations of the Master Servicer and the applicable
Special Servicer relating to litigation shall be as otherwise set forth with respect to servicing in this Agreement.


 


[End of Article III]


 


Article IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01       
Distributions. (a)  On each Distribution Date, to the extent of the Pooled Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with
respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier
REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:


 


(i)          first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-AB Certificates, the Class X-A Certificates and the Class X-B Certificates, in respect of interest, up to an amount
equal to, and pro rata in accordance with, the respective Interest Distribution Amounts in respect of such Class of Certificates
for such Distribution Date;


 


(ii)        second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the
Class A-4 Certificates, and the Class A-AB Certificates in reduction of the Certificate Balances thereof: (I) prior to the
Cross-Over Date (1) first, to the Holders of the Class A-AB Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-AB Certificates has been reduced to the Class A-AB Scheduled
Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount
up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclause (1)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has
been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1) and (2) above
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced
to zero; (4) fourth, to the Holders of the Class A-3 Certificates, in an amount up to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in subclauses (1), (2) and (3) above
have been made on such


 



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Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced
to zero; and (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3)
and (4) above have been made on such Distribution Date), until the outstanding Certificate Balances of the Class A-4 Certificates
has been reduced to zero; and (6) sixth, to the Holders of the Class A-AB Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2),
(3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balances
of the Class A-AB Certificates, without regard to the Class A-AB Scheduled Principal Balance, has been reduced to zero; and (II) on
or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, pro rata (based
on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until
the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates is reduced to zero;


 


(iii)       third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the
Class A-4 Certificates and the Class A-AB Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to such Classes pro rata (based upon the aggregate unreimbursed Pooled Realized Losses previously
allocated to each such Class), plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the
date the related Pooled Realized Loss was allocated to such Class;


 


(iv)       fourth, to the Class A-S Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution
Amount with respect to the Class A-S Regular Interest for such Distribution Date;


 


(v)        fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
the Class A-4 Certificates and Class A-AB Certificates have been reduced to zero, to the Class A-S Regular Interest in reduction
of their Certificate Balance, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates have been made on such
Distribution Date) until the Certificate Balance of the Class A-S Regular Interest is reduced to zero;


 


(vi)       sixth, to the Class A-S Regular Interest up to an amount equal to the aggregate of unreimbursed Pooled Realized
Losses previously allocated to the Class A-S Regular Interest, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Pooled Realized Loss was allocated to such Class;


 


(vii)      seventh, to the Class B Regular Interest in respect of interest, up to an amount equal to the Interest Distribution
Amount with respect to the Class B Regular Interest for such Distribution Date;


 






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(viii)     eighth, after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificate) and
the Class A-S Regular Interest have been reduced to zero, to the Class B Regular Interest, in reduction of their Certificate Balance,
up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates (other than the Class A-S Certificate) and the Class A-S Regular Interest have been made on such
Distribution Date) until the Certificate Balance of the Class B Regular Interest is reduced to zero;


 


(ix)       ninth, to the Class B Regular Interest up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses
previously allocated to the Class B Regular Interest, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Pooled Realized Loss was allocated to such Class;


 


(x)        tenth, to the Class C Regular Interest in respect of interest, up to an amount equal to the Interest Distribution
Amount with respect to the Class C Regular Interest for such Distribution Date;


 


(xi)       eleventh, after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificate)
and the Class A-S Regular Interest and Class B Regular Interest have been reduced to zero, to the Class C Regular Interest in
reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates (other than the Class A-S Certificates) and the Class A-S
Regular Interest and Class B Regular Interest have been made on such Distribution Date) until the Certificate Balance of the Class
C Regular Interest is reduced to zero;


 


(xii)      twelfth, to the Class C Regular Interest up to an amount equal to the unreimbursed Pooled Realized Losses previously
allocated to the Class C Regular Interest, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Pooled Realized Loss was allocated to such Class;


 


(xiii)     thirteenth, to the Holders of the Class D Certificates and Class X-D Certificates, in respect of interest, up to
an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts in respect of such Class
of Certificates for such Distribution Date;


 


(xiv)     fourteenth, after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificates)
and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest have been reduced to zero, to the Holders
of the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A Certificates (other than the Class A-S
Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest have been made on such
Distribution Date, until the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 






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(xv)          fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Pooled
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Pooled Realized Loss was allocated to such Class;


 


(xvi)         sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to, the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)        seventeenth, after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificates),
the Class PEZ Regular Interests and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates (other than the Class A-S Certificates), the Class
PEZ Regular Interests and Class D Certificates have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class E Certificates has been reduced to zero;


 


(xviii)       eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Pooled
Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Pooled Realized Loss was allocated to such Class;


 


(xix)          nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to, the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)           twentieth, after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificates),
the Class PEZ Regular Interests, Class D Certificates and Class E Certificates have been reduced to zero, to the Holders of the
Class F Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A Certificates (other than the Class A-S Certificates),
the Class PEZ Regular Interests, Class D Certificates and Class E Certificates have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)         twenty-first, to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed
Pooled Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class
compounded monthly from the date the related Pooled Realized Loss was allocated to such Class;


 


(xxii)        twenty-second, to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to, the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 






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(xxiii)       twenty-third, after the Certificate Balances of the Class A Certificates (other than the Class A-S Certificates),
the Class PEZ Regular Interests, Class D Certificates, Class E Certificates and Class F Certificates have been reduced to zero,
to the Holders of the Class G Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates (other
than the Class A-S Certificates), the Class PEZ Regular Interests, Class D Certificates, Class E Certificates and Class F Certificates
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class G Certificates has been reduced
to zero;


 


(xxiv)       twenty-fourth, to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed
Pooled Realized Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class
compounded monthly from the date the related Pooled Realized Loss was allocated to such Class; and


 


(xxv)        twenty-fifth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any,
of the Pooled Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Pooled Available Funds for such Distribution Date,
the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the applicable Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting
delay in the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          
On each Distribution Date, to the extent of the 540 West Madison Available Funds for such Distribution Date, the Certificate
Administrator shall be deemed to transfer the Interest Distribution Amount and the 540 West Madison Principal Distribution Amount
from the Trust Subordinate Companion Loan REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts
and priorities set forth below with respect to each Class of Trust Subordinate Companion Loan REMIC Regular Interests, and immediately
thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority,
satisfying in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding
priority:


 


(i)            
first, to the Class WM-A and Class X-WM Certificates, in respect of interest, up to an amount equal to, and pro
rata in accordance with, the respective Interest Distribution Amount for such Classes;


 






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(ii)           
second, to the Class WM-A Certificates, in reduction of their Certificate Balance, up to an amount equal to the
540 West Madison Principal Distribution Amount, until the Certificate Balance of the Class WM-A Certificates is reduced to zero;


 


(iii)          
third, to the Class WM-A Certificates, up to an amount equal to the aggregate of unreimbursed 540 West Madison Realized
Loss previously allocated to the such Class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly
from the date the related 540 West Madison Realized Loss was allocated to such class;


 


(iv)          
fourth, to the Class WM-B Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount for that Class;


 


(v)          
fifth, to the Class WM-B Certificates, in reduction of their Certificate Balance, an amount equal to the 540 West
Madison Principal Distribution Amount, until the Certificate Balance of the Class WM-B Certificates is reduced to zero;


 


(vi)          
sixth, to the Class WM-B Certificates, up to an amount equal to the aggregate of unreimbursed 540 West Madison Realized
Loss previously allocated to the such Class, plus interest on that amount at the Pass-Through Rate for such class compounded monthly
from the date the related 540 West Madison Realized Loss was allocated to such class; and


 


(vii)          
seventh, to the Class R Certificates, in respect of the Class WM-R Interest, any remaining amounts.


 


On the first Distribution
Date only, the Certificate Administrator shall withdraw $100 from the Upper-Tier REMIC Distribution Account and distribute $100
to the Class X-WM Certificates. Such distribution will be deemed a payment in reduction of principal on the principal balance of
the Class X-WM Certificates for federal income tax purposes.


 


On each Distribution
Date, each Trust Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of 540 West Madison Realized Loss in an amount equal to the amount of principal or reimbursement of 540 West Madison
Realized Loss actually distributable to the Holders of the respective Related Certificates as provided in Section 4.,01(b), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Trust Subordinate Companion Loan REMIC
Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Trust
Subordinate Companion Loan REMIC Regular Interest shall be deemed to receive distributions in respect of interest in an amount
equal to the Interest Distribution Amount in respect of its Related Certificates plus a pro rata share of the Interest Distribution
Amount in respect of, in the case of the Class LWMA and LWMB Uncertificated Interests, the Class X-WM Certificate, in each case,
computed based on an interest rate equal to the excess of the Net Mortgage Rate of the Trust Subordinate Companion Loan over the
Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case
to the extent actually distributable thereon as provided in this Section 4.01(b). Amounts distributable pursuant to this paragraph
are referred to


 



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herein collectively as the “Trust Subordinate Companion Loan REMIC Distribution Amount” and shall be
made by the Certificate Administrator by deeming such Trust Subordinate Companion Loan REMIC Distribution Amount to be withdrawn
from the Trust Subordinate Companion Loan REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Trust Subordinate Companion Loan REMIC Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of 540 West Madison Realized Losses, as provided in Sections 4.04(b) and 4.04(c).
The initial principal balance of each Trust Subordinate Companion Loan REMIC Regular Interest shall equal the respective Original
Lower-Tier Principal Amount. The pass-through rate with respect to each Trust Subordinate Companion Loan REMIC Regular Interest
shall be the rate per annum set forth in the Preliminary Statement hereto.


 


Any amount that remains
in the Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution of the Trust Subordinate
Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall
be distributed to Holders of the Class R Certificates in respect of the Class WM-R Interest (but only to the extent of 540 Madison
Available Funds for such Distribution Date remaining in the Trust Subordinate Companion Loan REMIC Distribution Account, if any).


 


(c)           
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable
to the Holders of the respective Related Certificates or Class PEZ Regular Interest as provided in Sections 4.01(a),
4.01(d), 4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier
Regular Interests is equal to the Certificate Balance of the Class of Related Certificates or Class PEZ Regular Interest. On each
Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount
equal to the Interest Distribution Amount in respect of its Related Certificates or Class PEZ Regular Interest plus a pro rata
portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3,
Class LA4, Class LAAB and Class LAS Lower-Tier Regular Interests, the Class X-A Certificates, (ii) in the case of the
Class LB Uncertificated Interest, the Class X-B Certificates and (iii) in the case of the Class LD Uncertificated
Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average
Net Mortgage Rate over the Pass-Through Rate of the Related Certificates or Class PEZ Regular Interest and a notional amount equal
to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a).
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.


 






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As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates or Class PEZ Regular
Interest with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections  4.04(b)
and 4.04(b). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier
Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set
forth in the Preliminary Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount,
and distribution of Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed to the Holders
of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for such Distribution
Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          
On and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates (and, if any exchange
for the Class PEZ Certificates has occurred, the Class PEZ Certificates) have all been reduced to zero, any amounts representing
reimbursements of Realized Losses previously allocated to such Classes, if available, will be distributed to the Senior Certificates
pro rata based on their respective Certificate Balances. On and after the Distribution Date on which the Certificate Balances
of the Class WM-B Certificates have all been reduced to zero, any amounts representing reimbursements of Realized Losses previously
allocated to such Class, if available, will be distributed to the Class WM-A Certificates.


 


(e)           
(i) On any Distribution Date, any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination
Date shall be distributed to Holders of the Classes of Certificates as follows: (a) pro rata, between (i) the group (the
“YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A
Certificates and the Class A-S Regular Interest and (ii) the group (the “YM Group B” and collectively
with the YM Group A, the “YM Groups”) of the Class D and Class X-B Certificates, the Class B
Regular Interest (and correspondingly the Class B and Class PEZ Certificates, pro rata based on their respective
percentage interests in the Class B Regular Interest) and the Class C Regular Interest based upon the aggregate amount
of principal distributed to the Classes of Pooled Principal Balance Certificates (exclusive of the Exchangeable Certificates) and/or
Class PEZ Regular Interest(s) in each YM Group on such Distribution Date; and (b) as among the respective Classes of
Pooled Principal Balance Certificates (exclusive of the Exchangeable Certificates) and Class PEZ Regular Interest(s) in each
YM Group in the following manner: (1) the holders of each Class of Pooled Principal Balance Certificates (exclusive of the
Exchangeable Certificates) and each Class PEZ Regular Interest in such YM Group will be entitled to receive on each Distribution
Date an amount of such Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount
distributed as principal to such Class of Pooled Principal Balance Certificates or Class PEZ Regular Interest on such
Distribution Date, and the denominator of which is the total amount of principal distributed to all of the Pooled Principal Balance
Certificates (exclusive of the Exchangeable Certificates) and Class PEZ Regular Interests in such YM Group on such Distribution
Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of Certificates or Class PEZ
Regular Interest and (z) the portion of such Yield Maintenance Charge allocated to such YM Group, and (2) the


 



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portion
of such Yield Maintenance Charge allocated to such YM Group remaining after such distributions will be distributed to the Class of
Class X Certificates (other than the Class X-WM Certificates) in such YM Group.   If there is more than one Class of
Pooled Principal Balance Certificates (exclusive of the Exchangeable Certificates) and/or Class PEZ Regular Interest (and,
therefore, the applicable Classes of Exchangeable Certificates) in either YM Group entitled to distributions of principal on any
particular Distribution Date on which Yield Maintenance Charges are distributable to such Class(es) of Certificates and/or Class PEZ
Regular Interest(s), the aggregate amount of such Yield Maintenance Charges will be allocated among all such Classes of Pooled
Principal Balance Certificates (exclusive of the Exchangeable Certificates) and/or Class PEZ Regular Interests (and, therefore,
the applicable Classes of Exchangeable Certificates) up to, and on a pro rata basis in accordance with, their respective
entitlements in those Yield Maintenance Charges in accordance with the first sentence of this paragraph.


 


(ii)          
On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class A-S Regular Interest shall
be further allocated between and distributed on the Class A-S Certificates and the Class PEZ Component A-S (and correspondingly
on the Class PEZ Certificates), pro rata in proportion to the Class A-S Percentage Interest and Class A-S-PEZ Percentage Interest,
respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class B Regular Interest
shall be further allocated between and distributed on the Class B Certificates and the Class PEZ Component B (and correspondingly
on the Class PEZ Certificates), pro rata in proportion to the Class B Percentage Interest and Class B-PEZ Percentage Interest,
respectively. On each Distribution Date, any Yield Maintenance Charges distributed in respect of the Class C Regular Interest
shall be further allocated between and distributed on the Class C Certificates and the Class PEZ Component C (and correspondingly
on the Class PEZ Certificates), pro rata in proportion to the Class C Percentage Interest and Class C-PEZ Percentage Interest,
respectively. After the Distribution Date on which the Notional Amounts of the Class X-A and Class X-B Certificates and the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class PEZ Regular Interests
have been reduced to zero, all Yield Maintenance Charges collected with respect to the Mortgage Loans will be distributed pro
rata to the Holders of the Class X-B Certificates.


 


(iii)          
All distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Regular Certificates (other
than the Loan-Specific Certificates) (including any portion passed through to the related component of Class PEZ Certificates)
on each Distribution Date pursuant to Section 4.01(e)(i) shall first be deemed to be distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal
distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above and (ii) in respect of the Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(e)(iv)
below shall first be deemed to be distributed from the Trust Subordinate Companion Loan REMIC Distribution Account to the
Upper-Tier REMIC in respect of the Trust Subordinate Companion Loan REMIC Regular Interests, pro rata based on the amount
of principal distributed in respect of each such Class of Trust Subordinate Companion Loan REMIC Regular Interests for such Distribution
Date pursuant to Section 4.01(b) above.


 






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(iv)          
On each Distribution Date, any Yield Maintenance Charges payable in respect of the 540 West Madison Whole Loan and received
during the related Collection Period and allocable in respect of the Trust Subordinate Companion Loan pursuant to the related
Co-Lender Agreement shall be distributed to the Loan-Specific Certificates by the Certificate Administrator in the following manner:
(i) first, to the holders of the Class WM-A and Class WM-B Certificates in an amount equal to the product of (x) a fraction whose
numerator is the amount of principal distributed to such class of Loan-Specific Certificates on such Distribution Date and whose
denominator is the total amount of principal distributed to the holders of the Class WM-A and Class WM-B Certificates on such
Distribution Date, (y) the 540 West Madison Base Interest Fraction for the related principal prepayment and such class of Loan-Specific
Certificates and (z) the aggregate amount of such yield maintenance charges allocated to the Trust Subordinate Companion Loan
and (ii) then, the portion of such Yield Maintenance Charge remaining after such distributions to the Class WM-A and Class WM-B
Certificates to the holders of the Class of Class X-WM Certificates. If there is more than one Class of Loan-Specific Certificates
entitled to distributions of principal on any particular Distribution Date on which Yield Maintenance Charges are distributable
to such Class(es) of Certificates, the aggregate amount of such Yield Maintenance Charges will be allocated among all such Classes
of Loan-Specific Certificates up to, and on a pro rata basis in accordance with, their respective entitlements in those
Yield Maintenance Charges in accordance with the first sentence of this paragraph.


 


(f)           
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other
than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts (i)  to reimburse the Holders
of the Regular Certificates (other than the Loan-Specific Certificates) and Class PEZ Regular Interests (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount
equal to all Pooled Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Pooled
Available Funds for such Distribution Date and (ii) with respect to any amount allocable to a Trust Subordinate Companion
Loan, to reimburse the Holders of the Loan-Specific Certificates up to an amount equal to all 540 West Madison Realized Losses,
if any, previously deemed allocated to them and unreimbursed after application of the 540 West Madison Available Funds for such
Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of
Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall
be held and applied (i) (other than any amounts allocable to the Trust Subordinate Companion Loan) to offset future Realized
Losses with respect to the Principal Balance Certificates (other than the Exchangeable Certificates and the Loan-Specific Certificates)
and the Class PEZ Regular Interests (and therefore to the Exchangeable Certificates) and related Realized Losses in each case allocable
to the Regular Certificates and (ii) (with respect to any amount allocable to the Trust Subordinate Companion Loan) to offset
future 540 West Madison Realized Losses with respect to the Loan-Specific Certificates (other than the Class X-WM Certificates)
and related 540 West Madison Realized Losses allocable to the Loan-Specific Certificates (other than the Class X-WM Certificates).
Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Class R Certificateholders
from the Lower-Tier REMIC in respect of the Class LR Interest.


 






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(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a ”brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicers or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)          
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final
distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount
of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)          
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 


(ii)          
no interest shall accrue on such Certificates from and after such Distribution Date.


 


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 uninvested in trust and credited to the account or


 



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accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) 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 in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder 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 4.01(h).


 


(i)            
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates or Class PEZ Regular
Interests shall be made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d), as applicable,
to the Holders of the respective Class otherwise entitled to distributions of interest and principal on such Class on the relevant
Distribution Date; provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement
thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice
of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address. The
amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates
surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside
and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such
prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)            
[Reserved].


 


(k)          
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Serviced Whole Loan Custodial Account for each Companion Loan in the following order of
priority:


 


(i)            
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Serviced Whole Loan Custodial Account
not required to be deposited therein;


 


(ii)          
to the extent permitted under the related Co-Lender Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any


 



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such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Co-Lender Agreement;


 


(iii)          
to pay all amounts remaining in the Serviced Whole Loan Custodial Account related to such Serviced Companion Loan to the
related Companion Holder, in accordance with the related Co-Lender Agreement; and


 


(iv)          
to clear and terminate the Serviced Whole Loan Custodial Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Serviced Whole Loan Custodial Account required hereunder shall be made by the Companion Paying Agent to the related Companion
Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or
information relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first
class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be
located at a commercial bank in the United States.


 


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Seller, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer
Remittance Date.


 


(l)            
Amounts distributed on the Class PEZ Regular Interests pursuant to Section 4.01(a) shall be further distributed
from the Class PEZ Distribution Account to the Holders of the Exchangeable Certificates as set forth below:


 


(i)          
 On each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-S Certificates and the Class PEZ Certificates in the following amounts
and in the following order of priority:


 


  (A)          first,
concurrently, to the Holders of the Class A-S Certificates in respect of interest, in an amount equal to the Class A-S Percentage
Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(a)(iv),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component A-S, in an amount equal to the
Class A-S-PEZ Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(a)(iv);


 


  (B)          
second, concurrently, to the Holders of the Class A-S Certificates in respect of principal, in an amount equal to
the Class A-S Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v),
and to the Holders of the Class PEZ


 



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Certificates in respect of principal on Class PEZ Component A-S, in an amount equal to the
Class A-S-PEZ Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(a)(v);
and


 


  (C)          
third, concurrently, to the Holders of the Class A-S Certificates in respect of unreimbursed Realized Losses, in
an amount equal to the Class A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the
Class A-S Regular Interest under Section 4.01(a)(vi), and to the Holders of the Class PEZ Certificates in respect
of unreimbursed Realized Losses on Class PEZ Component A-S, in an amount equal to the Class A-S-PEZ Percentage Interest of the
amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest under Section 4.01(a)(vi).


 


(ii)          
On each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class B Certificates and the Class PEZ Certificates in the following
amounts and in the following order of priority:


 


  (A)          first,
concurrently, to the Holders of the Class B Certificates in respect of interest, in an amount equal to the Class B Percentage
Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component B, in an amount equal to the Class
B-PEZ Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(a)(vii);


 


  (B)          
second, concurrently, to the Holders of the Class B Certificates in respect of principal, in an amount equal to
the Class B Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section
4.01(a)(viii), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component B, in an amount
equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest
under Section 4.01(a)(viii); and


 


  (C)          
third, concurrently, to the Holders of the Class B Certificates in respect of unreimbursed Realized Losses, in an
amount equal to the Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class
B Regular Interest under Section 4.01(a)(ix), and to the Holders of the Class PEZ Certificates in respect of unreimbursed
Realized Losses on Class PEZ Component B, in an amount equal to the Class B-PEZ Percentage Interest of the amount distributed
in respect of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.01(a)(ix).


 






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(iii)          
On each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(a),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class C Certificates and the Class PEZ Certificates in the following amounts
and in the following order of priority:


 


  (A)            
first, concurrently, to the Holders of the Class C Certificates in respect of interest, in an amount equal to the
Class C Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(a)(x),
and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component C, in an amount equal to the Class
C-PEZ Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(a)(x);


 


  (B)          
second, concurrently, to the Holders of the Class C Certificates in respect of principal, in an amount equal to
the Class C Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(a)(xi),
and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component C, in an amount equal to the Class
C-PEZ Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(a)(xi);
and


 


  (C)          
third, concurrently, to the Holders of the Class C Certificates in respect of unreimbursed Realized Losses, in an
amount equal to the Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class
C Regular Interest under Section 4.01(a)(xii), and to the Holders of the Class PEZ Certificates in respect of unreimbursed
Realized Losses on Class PEZ Component C, in an amount equal to the Class C-PEZ Percentage Interest of the amount distributed
in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.01(a)(xii).


 


(iv)          
The various amounts distributable on the Class PEZ Certificates on each Distribution Date under the foregoing subsections
of this Section 4.01(l) shall be so distributed in a single, aggregate distribution.


 


(m)           The various amounts distributable on the Class PEZ Certificates on each Distribution Date under Article IV in
respect of amounts allocated to any of the Class PEZ Components pursuant to the terms of this Agreement shall be so distributed
in a single, aggregate distribution to the Holders of the Class PEZ Certificates on such Distribution Date. In addition, the Class
PEZ Certificates shall be allocated the aggregate amount of Realized Losses, Prepayment Interest Shortfalls and other interest
shortfalls (including those resulting from Appraisal Reduction Events) that are allocated to the Class PEZ Components pursuant
to the terms of this Agreement.


 


Section 4.02       
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s


 



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Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor
Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each,
a “Distribution Date Statement”) which shall include:


 


(i)          the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)         the aggregate amount of Advances made, with respect to the pool of Mortgage Loans and the Trust Subordinate Companion Loan,
during the period from but not including the previous Distribution Date to and including such Distribution Date and details of
P&I Advances as of the Master Servicer Remittance Date;


 


(iii)        the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor and CREFC®
Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period
for such Determination Date together with detailed calculations of servicing compensation paid to the Master Servicer and such
Special Servicer;


 


(iv)        the aggregate Stated Principal Balance of the Mortgage Loans, the Trust Subordinate Companion Loan and any REO Loans, with
respect to the pool of Mortgage Loans and the Trust Subordinate Companion Loan, outstanding immediately before and immediately
after such Distribution Date;


 


(v)         the aggregate amount of unscheduled payments received;


 


(vi)        the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans and the Trust Subordinate Companion Loan, with respect to the pool of Mortgage Loans and the
Trust Subordinate Companion Loan, as of the end of the related Collection Period for such Distribution Date;


 


(vii)       the number and aggregate principal balance of the Mortgage Loans and the Trust Subordinate Companion Loan (A) delinquent
30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days to 119 days (and for each thirty (30) day period thereafter
until liquidation), (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the
related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)      the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included
in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on
the most recent Appraisal or valuation;


 


(ix)         the Pooled Available Funds and the 540 West Madison Available Funds for such Distribution Date;


 






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(x)          the Interest Accrual Amount, in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to
Yield Maintenance Charges and (B) prepayment premiums;


 


(xii)        the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)       the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 


(xiv)       the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss
or 540 West Madison Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result
of allocations of Realized Losses or 540 West Madison Realized Loss, as applicable, in respect of the Principal Balance Certificates
(other than the Exchangeable Certificates and the Loan-Specific Certificates) and the Class PEZ Regular Interests (and therefore
to the Exchangeable Certificates) or the Loan-Specific Certificates (other than the Class X-WM Certificates) to date;


 


(xv)        the Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such
Distribution Date;


 


(xvi)       the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan,
the amount allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a
loan-by-loan basis;


 


(xvii)      the current Controlling Class;


 


(xviii)     the number and related Stated Principal Balance of any Mortgage Loans or the Trust Subordinate Companion Loan extended
or modified since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a
loan-by-loan basis;


 


(xix)        a loan-by-loan listing of each Mortgage Loan or the Trust Subordinate Companion Loan which was the subject of a Principal
Prepayment since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the
amount and the type of Principal Prepayment occurring;


 


(xx)         a loan-by-loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which was defeased since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 






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(xxi)        all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance
Date;


 


(xxii)       in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)      the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement
of previously allocated Realized Loss or 540 West Madison Realized Loss, as applicable;


 


(xxiv)      the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       with respect to any Mortgage Loan or Trust Subordinate Companion Loan as to which a Liquidation Event occurred since the
previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination
Date (other than a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and
other amounts received in connection with such Liquidation Event (separately identifying the portion thereof allocable to distributions
on the Certificates), and (C)(i) the amount of any Realized Loss allocated to the Principal Balance Certificates (other than the
Exchangeable Certificates and the Loan-Specific Certificates) and the Class PEZ Regular Interests (and therefore to the Exchangeable
Certificates) in connection with such Liquidation Event or (ii) the amount of any 540 West Madison Realized Loss allocated to
the Loan-Specific Certificates (other than the Class X-M Certificates);


 


(xxvi)      with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that
all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination
Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts
received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C) the amount of any Realized Loss (or 540 West Madison Realized Loss), as applicable, allocated to the Principal Balance
Certificates, if applicable (other than the Exchangeable Certificates and the Class X-WM Certificates) and the Class PEZ Regular
Interests (and therefore to the Exchangeable Certificates) in respect of the related REO Loan in connection with that determination;


 


(xxvii)     the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)    [Reserved];


 


(xxix)       the then-current credit support levels for each Class of Certificates;


 





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(xxx)        the aggregate amount of Yield Maintenance Charges on the Mortgage Loans and Trust Subordinate Companion Loan (each separately
identified) collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off
Date);


 


(xxxi)       a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)      a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
or Trust Subordinate Companion Loan by the Mortgage Loan Seller; and


 


(xxxiii)     an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its
affiliates with respect to the related Distribution Date, which information will be provided to the Certificate Administrator
by the Master Servicer.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii) and (xxiv)
above, (i) the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class
and per Definitive Certificate and (ii) the Class PEZ Certificates shall receive such information with respect to such clauses
allocable to the Class A-S, Class B and Class C Certificates exchanged therefor.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s Website.


 


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 Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(ii) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders 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.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance
with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)          
[Reserved].


 






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(c)           
Each of the Master Servicer and the Special Servicers may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate
Administrator, the Master Servicer or such Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment
advisor) to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements
to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s or applicable Special Servicer’s Internet website, the Master Servicer or such Special Servicer, as applicable,
shall take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,
requiring registration, a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or applicable Special Servicer,
as applicable, shall not be liable for dissemination of this information in accordance with this Agreement, and neither the Master
Servicer nor the applicable Special Servicer shall be responsible for any information delivered, produced, or made available pursuant
to Sections 3.13 and 4.02(c), other than information produced by the Master Servicer or such Special Servicer,
as applicable; provided that such information otherwise meets the requirements set forth herein with respect to the form
and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to
this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such
report.


 


Each Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be necessary for the
Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or such Special Servicer so fails because such disclosure,
in the reasonable belief of the Master Servicer or such Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged


 



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Properties. The Master Servicer or the applicable Special Servicer may affix to any information provided by it any disclaimer it
deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)           
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)           
Upon the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a
Non-Specially Serviced Mortgage Loan) or the applicable Special Servicer (in the case of a Specially Serviced Mortgage Loan) to
the Master Servicer’s or the applicable Special Servicer’s reasonable satisfaction (at the expense of such Excluded
Controlling Class Holder) and if such information is in the Master Servicer’s or such Special Servicer’s possession,
the Master Servicer or such Special Servicer, as applicable, shall provide or make available (or forward electronically) to such
Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information (available
to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Excluded Controlling Class
Holder through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any
Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party; provided
that, in connection therewith, the Master Servicer or the applicable Special Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or such Special Servicer,
generally to the effect that such Person is the Directing Holder or a Controlling Class Certificateholder, will keep such Excluded
Information confidential and is not a Borrower Party, upon which the Master Servicer or such Special Servicer may conclusively
rely. In addition, the Master Servicer and the applicable Special Servicer shall be entitled to conclusively rely on delivery from
the Directing Holder or a Controlling Class Certificateholder or a 540 West Madison Controlling Class Certificateholder, as applicable,
of an Investor Certification substantially in the form of Exhibit P-1B that such Directing Holder or Controlling Class Certificateholder
or 540 West Madison Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a


 



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particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall
include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03       
P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each Master Servicer Remittance
Date, the Master Servicer shall either (i) remit to the Certificate Administrator for deposit from its own funds into the
(A) Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to
the Mortgage Loans to be made in respect of the related Distribution Date or (B) Trust Subordinate Companion Loan REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Trust Subordinate Companion Loan
to be made in respect of the related Distribution Date or (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage
Loans or Trust Subordinate Companion Loan, or (iii) make P&I Advances in the form of any combination of clauses (i)
and (ii), aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future
distribution and so used to make P&I Advances with respect to the Mortgage Loans or Trust Subordinate Companion Loan shall
be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection
Account on or before the next succeeding Master Servicer Remittance Date (to the extent not previously replaced through the deposit
of Late Collections of the delinquent principal and/or interest in respect of which P&I Advances were made). The Master Servicer
shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage
Loans or the Trust Subordinate Companion Loan for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with
respect to the Mortgage Loans or the Trust Subordinate Companion Loan for such Distribution Date, on or before two (2) Business
Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City
time, on any Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05
by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided
written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall
notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance Date.
Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty
License Fee for the related Mortgage Loans or the Trust Subordinate Companion Loan shall not be remitted to the Certificate Administrator
for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date.


 


(b)          
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by the Master Servicer with respect to any Distribution Date and each Mortgage Loan and the Trust Subordinate Companion Loan, shall
be equal to: (i) the Periodic Payments (net of related Servicing Fees) other than Balloon Payments, that were due on the Mortgage
Loans (including any Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan and any REO Loan (including any portion
of a REO Loan related to the Trust Subordinate Companion Loan, but excluding any portion of an REO Loan related to any other


  



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Companion
Loan) during the related Collection Period and delinquent as of the close of business on the Business Day preceding the related
Master Servicer Remittance Date (or not advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect
to each Mortgage Loan and the Trust Subordinate Companion Loan delinquent in respect of its Balloon Payment as of the Master Servicer
Remittance Date (including any REO Loan (including any portion of a REO Loan related to the Trust Subordinate Companion Loan, but
excluding any portion of an REO Loan related to any other Companion Loan) as to which the related Balloon Payment would have been
past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the obligation
of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced
Mortgage Loan), Trust Subordinate Companion Loan or REO Loan (including any portion of a REO Loan related to the Trust Subordinate
Companion Loan, but excluding any portion of an REO Loan related to any other Companion Loan), shall continue until the Distribution
Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition of the REO Property, as
the case may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan
other than the Trust Subordinate Companion Loan.


 


(c)           
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master
Servicer or the applicable Special Servicer will be required to make its determination (based on information provided by the applicable
Non-Serviced Master Servicer and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage
Loan that is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance
with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be, under the applicable Non-Serviced Pooling Agreement in respect
of the related Non-Serviced Companion Loan. If the Master Servicer or the applicable Special Servicer determines that a proposed
P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced
Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the applicable
Special Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of
such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written notice
from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has
determined in accordance with the applicable Non-Serviced Pooling Agreement with respect to a Non-Serviced Companion Loan, that
any proposed advance under the applicable Non-Serviced Pooling Agreement that is similar to a P&I Advance would be, or any
outstanding advance under such Non-Serviced Pooling Agreement that is similar to a P&I Advance is, a nonrecoverable advance,
then the Master Servicer, the applicable Special Servicer or the Trustee may, based upon such determination, determine that any
P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable
P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make any additional P&I
Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer, the applicable Special Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances


 



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with respect to the related Non-Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance
of doubt, the Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


(d)          
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Co-Lender Agreement), interest at
the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not
including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made
with respect to a Mortgage Loan or Trust Subordinate Companion Loan unless the related Periodic Payment is received after the related
Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after
the Determination Date but on or prior to the related Master Servicer Remittance Date. The Master Servicer shall reimburse itself
and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement,
as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


 


In addition, the Master
Servicer, the applicable Special Servicer or the Trustee, as applicable, in making any recoverability determination respecting
a P&I Advance in respect of the Trust Subordinate Companion Loan, shall look solely to the proceeds available in respect of
the Trust Subordinate Companion Loan and shall be entitled to take into account the subordinate nature of the Trust Subordinate
Companion Loan as well as (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of
the related Mortgage Loan or Companion Loan as it may have been modified and (ii) the related Mortgaged Properties in their
“as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with
the Servicing Standard in the case of the Master Servicer or the applicable Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with
respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of
the Master Servicer and the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the applicable
Servicing Standard in the case of the Master Servicer and the applicable Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries, (d) in the case of
a potential P&I Advance with respect to the Trust Subordinate Companion Loan, the subordinate nature of the Trust Subordinate
Companion Loan and (e) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration,
the recovery of which are being deferred or delayed by the Master Servicer, in light of the fact that related proceeds are a source
of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance.


 






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(e)           
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance
Charges, Default Interest, late payment charges, prepayment premiums, Balloon Payment or any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been assessed with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced Pooling Agreement
and the Master Servicer has notice of such Appraisal Reduction Amount) or Trust Subordinate Companion Loan, the interest portion
of the P&I Advance in respect of such Mortgage Loan or Trust Subordinate Companion Loan for the related Distribution Date shall
be reduced (it being herein acknowledged that there shall be no reduction in the principal portion, if any, of such P&I Advance)
to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan or Trust Subordinate
Companion Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as
a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion
Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Whole Loan,
the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan or Trust Subordinate Companion Loan), if
any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion
Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due
on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)           
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan other than the Trust Subordinate Companion Loan.


 


Section 4.04       
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any,
by which (X) with respect to the Mortgage Loans (i) the aggregate Stated Principal Balance (for purposes of this calculation
only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans
that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent
such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and
any REO Loans (excluding any portion allocable to any related Companion Loan if applicable) expected to be outstanding immediately
following such Distribution Date, is less than (ii) the then aggregate Certificate Balance of the Pooled Principal Balance
Certificates (other than the Class A-S, Class B and Class C Certificates) and Class PEZ Regular Interests after giving effect to
distributions of principal on such Distribution Date (any such deficit, the “Pooled Realized Loss”) and (Y) with
respect to the Trust Subordinate Companion Loan (i) the Stated Principal Balance of the Trust Subordinate Companion Loan (including
the assumed Stated Principal Balance if the Trust Subordinate Companion Loan has become an REO Loan) expected to be outstanding
immediately following such Distribution Date is less than (ii) the aggregate Certificate Balance of the Loan-Specific Certificates
(other than the Class X-WM Certificates) after giving effect to distributions of principal on such Distribution Date (any such
deficit with respect to the Loan-Specific Certificates, the “540 West Madison Realized Loss”). Realized Losses
with respect to the 540 West Madison Whole Loan shall be allocated first to the


 



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Trust Subordinate Companion Loan pursuant to the
related Co-Lender Agreement (and, correspondingly, to the Class WM-A and Class WM-B Certificates in reverse alphabetic order) and
then, to the 540 West Madison Mortgage Loan and the 540 West Madison Pari Passu Companion Loan on a pro rata and pari
passu basis. Any allocation of Realized Losses to a Class of Regular Certificates (other than with respect to the Class X-WM
Certificates), as applicable, shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized
Losses so allocated to a Class of Regular Certificates or Class PEZ Regular Interests, as applicable shall be allocated among the
respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses
shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized
Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate
Balance of the Class of Certificates or Class PEZ Regular Interests in respect of which any such reimbursement is made. With respect
to any Class of Principal Balance Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular Interests (and
therefore to the Exchangeable Certificates), to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed
from principal collections on the Mortgage Loans and/or the Trust Subordinate Companion Loan and previously resulted in a reduction
of the Principal Distribution Amount or the 540 West Madison Principal Distribution Amount, as applicable, are subsequently recovered
on the related Mortgage Loan and/or Trust Subordinate Companion Loan, the amount of such recovery will be added to the Certificate
Balance of the Class or Classes of Principal Balance Certificates (other than the Exchangeable Certificates) and the Class PEZ
Regular Interests (and therefore to the Exchangeable Certificates) that previously were allocated Realized Losses, in sequential
order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates
(other than the Loan-Specific Certificates) or Class PEZ Regular Interests.


 


(b)          
On each Distribution Date, the Certificate Balances of the Pooled Principal Balance Certificates (other than the Exchangeable
Certificates) and the Class PEZ Regular Interests (and therefore to the Exchangeable Certificates) will be reduced without distribution,
as a write-off to the extent of any Pooled Realized Losses, if any, allocable to such Certificates and Class PEZ Regular Interests
with respect to such Distribution Date. Any such write off shall be allocated 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 Regular Interest (and correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata based
on their respective percentage interests in the Class C Regular Interest), sixth, to the Class B Regular Interest (and correspondingly,
to the Class B Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the
Class B Regular Interest); seventh, to the Class A-S Regular Interest (and correspondingly, to the Class A-S Certificates
and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Regular Interest)
and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-AB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been
reduced to zero. On each Distribution Date, the Certificate Balances of the Loan-Specific Certificates (other than the Class X-WM
Certificates) will be reduced without distribution as a write-off to the extent of any 540 West Madison Realized Losses attributable
to the related Trust Subordinate Companion Loan in accordance with Section 4.04(a). Any such


 



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write-off with respect
to the Trust Subordinate Companion Loan shall be allocated first, to the Class WM-B Certificate and then, to the
Class WM-A Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced
to zero.


 


(c)           
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates (other
than the Exchangeable Certificates) and the Class PEZ Regular Interests (and therefore to the Exchangeable Certificates) pursuant
to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce
the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the
Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting
Rights of the related Classes for purposes of removal of the applicable Special Servicer or the Operating Advisor, Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan or Trust Subordinate Companion
Loan) will be allocated to each Class of Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular Interests
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class
is reduced to zero (i.e., first, to 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 Regular Interest (and
correspondingly, to the Class C Certificates and the Class PEZ Certificates, pro rata based on their respective percentage
interests in the Class C Regular Interest), sixth, to the Class B Regular Interest (and correspondingly, to the Class B
Certificates and the Class PEZ Certificates, pro rata based on their respective percentage interests in the Class B Regular
Interest), seventh, to the Class A-S Regular Interest (and correspondingly, to the Class A-S Certificates and the Class
PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Regular Interest), and finally,
pro rata based on their respective interest entitlements, to the Senior Certificates). Following receipt from the applicable
Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal Reduction Amount
with respect to each Mortgage Loan and Trust Subordinate Companion Loan (which notification may be satisfied through delivery of
such information included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Amount Template included
in the CREFC® Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall determine
from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide notice of the
identity of the Controlling Class as set forth in Section 3.23(m). With respect to any Appraisal Reduction Amount calculated
for purposes of determining the Controlling Class, the appraised value of the related Mortgaged Property will be determined on
an “as-is” basis.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion Loan becoming an AB
Modified Loan, the applicable Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such
AB Modified Loan, taking into account the most recent Appraisal obtained by the applicable Special Servicer with respect to such
Mortgage Loan or Trust Subordinate Companion Loan, as applicable, and all other information relevant to a Collateral


 



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Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the applicable Special Servicer that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the applicable Special Servicer shall (i) promptly request from the related Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan,
in addition to all other information reasonably required by the applicable Special Servicer to calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the applicable
Special Servicer of the appraisal and any other information set forth in the immediately preceding clause (i) that the applicable
Special Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB
Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such
Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining
knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified
Loan, such party shall promptly notify the applicable Special Servicer thereof. The Master Servicer shall provide (via electronic
delivery) the applicable Special Servicer with information in its possession that is reasonably required to determine, redetermine,
calculate or recalculate any Collateral Deficiency Amount for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and
any Serviced Companion Loan using reasonable efforts to deliver such information within 4 Business Days of the applicable Special
Servicer’s reasonable request. Upon reasonable prior written request, the Master Servicer will be required to use reasonable
efforts to assist the applicable Special Servicer in obtaining information reasonably required to calculate or recalculate any
Collateral Deficiency Amount with respect to an Non-Serviced Mortgage Loan in the event that the special servicer is unsuccessful
in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee.
None of the Master Servicer, Special Servicers, the Trustee, the Operating Advisor or the Certificate Administrator shall calculate
or verify any Collateral Deficiency Amount.


 


For purposes of determining
the Pooled Non-Reduced Certificates, the Controlling Class and the occurrence of a Control Termination Event, Appraisal Reduction
Amounts allocated to a related Mortgage Loan will be allocated to each class of Pooled Principal Balance Certificates (other than
the Exchangeable Certificates) and each Class PEZ Regular Interest (and, therefore, to each related class of Exchangeable Certificates)
in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each
such class is reduced to zero (i.e., first, to the Class G Certificates, then, to the Class F Certificates, then,
to the Class E Certificates, then, to the Class D Certificates, then, Class C Regular Interest (and correspondingly,
the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests
therein; then, to the Class B Regular Interest (and correspondingly, the Class B Certificates and the Class PEZ
Component B, pro rata based on their respective percentage interests therein); then, to the Class A-S Regular
Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their
respective percentage interests therein); and finally, pro rata based on their respective interest entitlements, to the
Senior Certificates). In addition, for purposes of determining the Controlling Class and the occurrence of a Control Termination
Event, Collateral Deficiency Amounts allocated to a related Mortgage Loan that is an AB Modified Loan will be allocated to each
class of Control Eligible Certificates in reverse sequential order to notionally


 



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reduce the Certificate Balance thereof until the
related Certificate Balance of each such class is reduced to zero (i.e., first, to Class G certificates, second, to the Class F
certificates, and third, to the Class E certificates). For the avoidance of doubt, for purposes of determining the Controlling
Class and the occurrence of a Control Termination Event, any Class of Control Eligible Certificates will be allocated both applicable
Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


 


For purposes of determining
the Non-Reduced Certificates, the 540 West Madison Controlling Class and the occurrence of a Non-Trust Subordinate Companion Loan
Control Termination Event and Trust Subordinate Companion Loan Control Termination Event, Appraisal Reduction Amounts allocated
to the 540 West Madison Whole Loan will be allocated first to the Non-Trust Subordinate Loan, then to the Trust Subordinate Companion
Loan and then pro rata to the 540 West Madison Mole Loan and the related Pari Passu Companion Loans. Appraisal Reduction Amounts
allocated to the Trust Subordinate Companion Loan will be allocated to each class of Loan-Specific Certificates (other than the
X-WM Certificates) in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate
Balance of each such class is reduced to zero (i.e., first, to the Class WM-B Certificates, and finally, to the Class
WM-A Certificates). In addition, for purposes of determining the 540 West Madison Controlling Class and the occurrence of a Trust
Subordinate Companion Loan Control Termination Event, Collateral Deficiency Amounts allocated to the Trust Subordinate Companion
Loan will be allocated to each class of 540 West Madison Control Eligible Certificates in reverse sequential order to notionally
reduce the Certificate Balance thereof until the related Certificate Balance of each such class is reduced to zero (i.e., first,
to the Class WM-B certificates, and then, to the Class WM-A Certificates). For the avoidance of doubt, for purposes of determining
the 540 West Madison Controlling Class and the occurrence of a Trust Subordinate Companion Loan Control Termination Event, any
Class of 540 West Madison Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts and applicable
Collateral Deficiency Amounts, as described in this paragraph.


 


The Appraised Value of
any applicable Mortgaged Property is required to be determined on an “as-is” basis for purposes of determining all
Appraisal Reduction Amounts. The applicable Special Servicer will be required to promptly notify the Master Servicer and the Certificate
Administrator of (i) any Appraisal Reduction Amount and (ii) any Collateral Deficiency Amount and any resulting Cumulative Appraisal
Reduction Amount (which notification shall be satisfied through delivery of such information included in the CREFC® Loan Periodic
Update File and the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package, which
shall be delivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d), and
the Certificate Administrator will be required to promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency
Amount and any resulting Cumulative Appraisal Reduction Amount, as applicable, to the certificate administrator’s website.


 


(b)          
(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates or 540 West Madison
Control Eligible Certificates, respectively, that is determined at any time of determination to no longer be the Controlling Class
or the 540 West Madison Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount in respect of such Class shall


 



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have the right, at their sole expense, to require
the applicable Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which
an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting
Holders”). The applicable Special Servicer shall use its reasonable efforts to obtain such second appraisal within thirty
(30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an
“as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided
the Appraisal in respect of which the Requesting Holders are requesting the applicable Special Servicer to obtain an additional
Appraisal).


 


                          
(ii)          
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Special Servicer shall
determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation
of the Appraisal Reduction Amount or the Collateral Deficiency Amount is warranted, and if so warranted, the applicable Special
Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable based on such supplemental
Appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class or the 540 West
Madison Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally
restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable.
The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain
from exercising any direction, control, consent and/or similar rights of the Controlling Class or 540 West Madison Controlling
Class, as applicable, until such time, if any, as the Class is reinstated as the Controlling Class or 540 West Madison Controlling
Class, as applicable, (such period beginning upon receipt by the applicable Special Servicer of any request to obtain a supplemental
Appraisal pursuant to clause (i) above to but excluding the date on which either (A) such Special Servicer determines
that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) such Special Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most
senior Control Eligible Certificates, if any. The rights of the 540 West Madison Controlling Class during each Appraisal Review
Period shall be exercised by the most senior 540 West Madison Control Eligible Certificates, if any.


 


(c)           
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and each Serviced Whole Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole
Loan)), the applicable Special Servicer shall (1) within thirty (30) days of the end each 9-month period following the related
Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially
changed, notify the Master Servicer of the occurrence of such 9-month period or determination and order an Appraisal (which may
be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Property Protection Advance or
to the extent it


 



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would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and,
promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance
with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Holder. Based upon such Appraisal or internal valuation (or any Appraisal obtained
in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the applicable Special
Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer, such Special Servicer shall determine or redetermine, as applicable,
and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence
of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Holder, the amount and
calculation or recalculation of the Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole
Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal
Reduction Amount Template format; provided, however, that the applicable Special Servicer shall not be liable for
failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient
information to such Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its
obligations hereunder. Such report shall also be forwarded by the Master Servicer (or such Special Servicer if the related Mortgage
Loan is a Specially Serviced Mortgage Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization,
to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder
of any related Serviced Companion Loan by the Master Servicer (or such Special Servicer if the related Mortgage Loan is a Specially
Serviced Mortgage Loan). If the applicable Special Servicer is required to redetermine the Appraisal Reduction Amount, such redetermined
Appraisal Reduction Amount shall replace the prior Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan
or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other than with respect
to any Excluded Loan, the applicable Special Servicer shall consult with the Directing Holder with respect to any Appraisal, valuation
or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing but subject to Section 4.05(b),
the applicable Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with
respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred
to the extent the applicable Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements
of this Agreement), as applicable, with respect to the related Mortgaged Property within the nine-month period immediately prior
to the occurrence of such Appraisal Reduction Event. Instead, the applicable Special Servicer may use such prior Appraisal or valuation,
as applicable, in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced
Whole Loan; provided that the applicable Special Servicer is not aware of any material change to the related Mortgaged Property
having occurred and affecting the validity of such Appraisal or valuation.


 


The
Master Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession that is
reasonably required to determine, calculate,


 



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redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the applicable Special Servicer’s reasonable request therefor (which
request shall be made promptly, but in no event later than ten (10) Business Days, after the applicable Special Servicer’s
receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the applicable Special Servicer’s
failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide
such information to the applicable Special Servicer within four (4) Business Days following the applicable Special Servicer’s
reasonable request.


 


(d)          
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole
Loan, as applicable, previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole
Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer
be subject to an Appraisal Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated
by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement.


 


(e)           
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Co-Lender Agreement or, if no allocation
is specified in the related Co-Lender Agreement, then, first, to the related AB Subordinate Companion Loan (or with respect to
the 540 West Madison Whole Loan, first, to the Non-Trust Subordinate Companion Loan and then, to the Trust Subordinate Companion
Loan) (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata
to the related AB Mortgage Loan and any related Pari Passu Companion Loan. Any Appraisal Reduction Amount in respect of any Serviced
Pari Passu Whole Loan will be allocated in accordance with the related Co-Lender Agreement or, if no allocation is specified in
the related Co-Lender Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective Stated Principal Balances.


 


Section 4.06       
Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor
Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power
to vary the investment of the Holders of the Exchangeable Certificates in the Grantor Trust so as to improve their rate of return.
The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall
timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust.
In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1099,
Form 1041 or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following


 



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clause and (B) furnish, or cause to be furnished, to the Holders of Exchangeable Certificates, their allocable share of income
and expense with respect to the Exchangeable Certificates and the Class PEZ Distribution Account, in the time or times and in the
manner required by the Code.


 


(b)          
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is
incorrect.


 


(c)           
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the
WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Holder of Exchangeable Certificates, by acceptance of its interest in such class of securities, will be deemed
to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price,
amount of proceeds and date of sale. Absent receipt of information regarding any sale of Exchangeable Certificates, including the
price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall
assume there is no secondary market trading of WHFIT interests.


 


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, 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 that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the Master Servicer or the applicable Special Servicer, as the case may be,
relating to the reports being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced
Mortgage Loan), the Trust Subordinate Companion Loan or the related Mortgaged Properties or (C) the Operating Advisor relating
to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the applicable Special
Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged


 



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Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the applicable Special Servicer, Certificate Administrator or the
Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced
Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry
to the appropriate person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the applicable
Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer
such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, such Special Servicer or the Operating
Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating
to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate
Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer. 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,
the Master Servicer, the applicable Special Servicer or the Operating Advisor determines, in its respective sole discretion, that
(i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best
interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law,
the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Master Servicer, the applicable Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged
Information (subject to the Privileged Information Exception), or (vi) answering any Inquiry is otherwise, for any reason,
not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the applicable Special
Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no party
shall post or otherwise disclose any direct communications with the Directing Holder as part of its response to any Inquiries.
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 Pooling and Servicing Agreement provides that the Master Servicer, a Special Servicer,
the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase
the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, a Special Servicer, the
Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged
Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn
from the fact that the Master


 



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Servicer, a Special Servicer, the Certificate Administrator or the Operating Advisor has declined
to answer the Inquiry.” 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 Underwriters or any of their respective Affiliates. None of the Underwriters,
Depositor, the Master Servicer, the Special Servicers, the Certificate Administrator, the Trustee or the Operating Advisor 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. Notwithstanding the foregoing,
the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which its response would require
the Operating Advisor to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive
under the terms of this Agreement.


 


(b)          
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged
Person 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 persons entitled to access to the Investor
Registry. Such Person shall then be asked to enter 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 owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator 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. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)           
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any
Distribution Date Statements, or submit questions to the Master Servicer or the applicable Special Servicer, as the case may be,
relating to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view
Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs
may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon


 



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receipt of a Rating Agency Inquiry for the Master Servicer or the applicable
Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case
of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer
or the applicable Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided
below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially
reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or
such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information
Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information
Provider’s Website. If the Certificate Administrator, the Master Servicer or the applicable Special Servicer determines,
in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the
Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, the Master Servicer or such Special Servicer, as applicable, and (B) the Certificate Administrator,
the Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith,
in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is
beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or the applicable Special Servicer,
as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the
17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating
Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information
Provider will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum
and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08       
Secure Data Room.           
 (a)The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt of the Mortgage
Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver to the Certificate Administrator
an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks
Site. Upon receipt


 



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thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File actually received
by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset
Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative
Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit RR
hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For
the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the
Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)          
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)           
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise
removed from the Trust or the applicable Special Servicer may direct the Certificate Administrator in writing to delete the Diligence
File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator
shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon
deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 



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Article V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as
Exhibits A-1 through and including A-25, 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 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. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and
in integral multiples of $1.00 in excess of $1,000,000. The Offered Certificates (other than the Class X-A Certificates and Class
X-B Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000,
and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class X-WM and
the Class R Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than
$100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount,
as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may
be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes
the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the
largest integral multiple of $1.00 that does not exceed such amount. 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.


 


(b)          
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 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to RREF III Debt AIV, LP) is to be made in reliance upon
an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)           
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore
Transactions in reliance on Regulation S under


 



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the Act shall initially be represented by a temporary book-entry 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 Book-Entry Certificate”), which shall be deposited on the Closing Date
on behalf of the purchasers of the Non-Registered 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 Euroclear and/or 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 Book-Entry Certificate may be held only through Euroclear or Clearstream.
After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may
be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions
due in respect of a beneficial interest in a Temporary Regulation S Book-Entry 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
Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest
in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry 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.


 


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 Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


The Loan-Specific Certificates
shall not be offered in Offshore Transactions in reliance on Regulation S under the Act.


 


(b)          
Certificates of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance
on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry 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
Book-Entry 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,


 



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as hereinafter provided. The Loan-Specific Certificates may only be offered and sold to Qualified
Institutional Buyers in reliance on Rule 144A.


 


(c)           
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be
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. The Loan-Specific Certificates shall not be offered, sold or
transferred to investors that are Institutional Accredited Investors who are not also Qualified Institutional Buyers. For the avoidance
of doubt, the Class R Certificates shall only be in the form of Definitive Certificates.


 


(d)          
Owners of beneficial interests in Book-Entry 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 Book-Entry 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 ninety (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 Certificate Registrar to obtain possession of the Certificates of such
Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to
beneficial owners of a Temporary Regulation S Book-Entry 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 Book-Entry Certificates
and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions
for re-registration, 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 Book-Entry Certificate, the same legends regarding transfer
restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such
Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect
of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred
on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of
Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise
set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution
to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures.


 


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the


 



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“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 of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the
Master Servicer and the Special Servicers any notices from the Certificateholders.


 


(b)          
Subject to the restrictions on transfer set forth in this Article V, 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 Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S
Book-Entry 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 Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 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 Temporary Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry 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 I 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 Book-Entry 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 Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry 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 Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry 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 Book-Entry Certificate that is being
exchanged or transferred.


 






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(d)          
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry 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 Book-Entry Certificate. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.07 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 Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
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 J
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 Book-Entry 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 Book-Entry Certificate, without any registration of such Certificates under the 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 Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry 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 Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
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 Book-Entry Certificate that is being exchanged or transferred.


 


(e)           
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in the Rule 144A Book-Entry 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 Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to


 



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credit or cause to be credited a beneficial interest
in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry 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
Book-Entry 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 Book-Entry Certificate for an interest in the Rule 144A
Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto given by
the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S
Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate
is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of
Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer
(an “Investment Representation Letter”) 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 Book-Entry Certificate or Regulation S Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry 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 Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry 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 Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry 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 L hereto from the holder
of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Book-Entry Certificate of the same Class. 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
Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry
Certificate initially exchanged for interests in the Regulation S Book-Entry 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 Book-Entry Certificate.
Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S
Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect
the reduction in the Certificate Balance


 



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represented thereby by the amount so exchanged and shall endorse the Regulation S
Book-Entry 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 Book-Entry Certificate, and the Certificates evidenced thereby, shall
in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A
Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          
Non-Book Entry Certificate to Book-Entry 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 Book-Entry 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 Book-Entry 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 Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 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 Book-Entry 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 M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto
(in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry 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 Book-Entry
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 Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)           
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in
any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)            
Other Exchanges. In the event that a Book-Entry 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 subsections (c)
through (f) above


 



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(including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the 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 Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(k)           
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered 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
or Regulation S under the 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)           With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers or the Loan-Specific Initial Purchaser) of any such Certificate shall be made unless the Trustee
and Certificate Administrator shall have received either (i) a representation letter from the proposed purchaser or transferee
of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser
or transferee is not (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject
to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined
in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any 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 person acting on behalf of or using the assets
of any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA), other than an insurance company using the assets of its general account under circumstances whereby the purchase and
holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and
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) or (ii) if such Certificate which may be held only by
a person not described in clauses (A) or (B) above, is presented for registration in the name of a purchaser
or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or a non-exempt violation of any Similar Law, and will not subject the


 



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Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicers, the Initial Purchasers, the Loan-Specific Initial Purchaser, the Underwriters, the Operating
Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of
the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall
not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate
Administrator have received either the representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall
not be borne by any of the Depositor, the Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator,
the Initial Purchasers, the Loan-Specific Initial Purchaser, the Underwriters, the Operating Advisor or the Trust. Each Certificate
Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A)
or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate
the provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted
under applicable law.


 


(n)          
No Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee of
a Class R Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or
using the assets of a Plan. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void
ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with
respect to the applicable Certificates.


 


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
described in the first sentence of this Section 5.03(n) 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.


 






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(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,
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 D-1 (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. Tax 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 5.03(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 D-2
(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 therein
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 sixty (60) days after a request for information
from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal
Revenue Service 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


 



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for computing and furnishing
such information to the transferor or to such agent referred to above; provided, however, that such Persons shall
in no event be excused from furnishing such information.


 


(o)          
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be
deemed to have been distributed to such Persons for all purposes of this Agreement.


 


Section 5.04       
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 stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, 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 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicers, 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 neither the Master Servicer, the Special Servicers, 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).


 






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Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) 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 (i) requests in writing from
the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s
sole cost and expense) access during normal business hours to a current list of the Certificateholders related to the Class of
Certificates held by such Certificateholder. 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 information was derived. The Master Servicer, the Special Servicers, the Trustee,
the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of
Certificateholders from time to time upon request therefor.


 


(b)          
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance
with Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution
Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include
the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request,
(b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


                        
(ii)          
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming
ownership of such Certificate (e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate shall be paid by the Trust.


 






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Section 5.07       
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 Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office
for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


Section 5.08       
Appointment of Certificate Administrator. (a)  Wells Fargo Bank, National Association, is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or
is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth
in Section 8.06.


 


(b)          
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)           
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)           
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
applicable Special Servicer or the Depositor.


 


Section 5.09       
Exchangeable Certificates.(a)  Groups of Class A-S, Class B and Class C Certificates may be exchanged for
Class PEZ certificates and vice versa, in whole or in part in accordance with the terms of this Section 5.09 and the
other applicable provisions of Article V hereof.


 


An Exchangeable Proportion
will be exchangeable on the books of DTC for Class PEZ certificates that represent the same Tranche Percentage Interest in each
Class PEZ


 



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Components as the certificates to be surrendered, and any Class PEZ Certificates will be exchangeable on the books of
DTC for Class A-S, Class B and Class C Certificates that evidence the same Tranche Percentage Interest in each Class PEZ Components
as the Class PEZ certificates to be surrendered. There is no limit on the number of exchanges authorized under this Section 5.09;
provided, exchanges will no longer be permitted following the date when the then-current principal balance of the Class
A-S Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class A-S Regular Interest, the Class A-S
Certificates and the applicable component of the Class PEZ certificates) is reduced to zero as a result of the payment in full
of all interest and principal on that Class PEZ Components. In all cases, however, an exchange may not occur if the face amount
of the certificates to be received in the exchange would not represent an authorized denomination for the relevant class as
described under Section 5.01. In addition, the Depositor will have the right to make or cause exchanges on the Closing
Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.


 


The various amounts distributable
on the Class PEZ Certificates on each Distribution Date in respect of Interest Accrual Amounts, Interest Distribution Amounts,
Principal Distribution Amounts, reimbursements of Realized Losses and yield maintenance charges allocated to any of the respective
Tranche Percentage Interests in the Class PEZ Components represented by the Class PEZ Certificates will be so distributed in a
single, aggregate distribution to the holders of the Class PEZ Certificates on such Distribution Date. Any Realized Losses or other
shortfalls, including as a result of Appraisal Reduction Events, allocated to the Tranche Percentage Interests in the Class PEZ
Components represented by the Class PEZ Certificates will be borne by such Class PEZ Certificates and any recoveries of such amounts
shall be paid to such Class PEZ Certificates.


 


(b)          
Class A-S, Class B and Class C Certificates shall be exchangeable on the books of the Depository for Class PEZ Certificates,
and Class PEZ Certificates shall be exchangeable on the books of the Depository for Class A-S, Class B and Class C Certificates,
after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to
effect an exchange of the Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail
at cts.cmbs.bond.admin@wellsfargo.com no later than three (3) Business Days before the proposed date for the exchange and conversion
(the “Exchange Date”). The Exchange Date can be any Business Day other than the first or last Business Day of
the month, subject to the satisfaction of the Certificate Administrator.


 


(c)           
With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s
letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s)
of the Exchangeable Certificates to be exchanged and converted and the Exchangeable Certificate to be received, (ii) the outstanding
principal balance of the initial Certificate Balance of the Exchangeable Certificates to be exchanged and converted, (iii) the
Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder
will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates.
A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date.


 






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(d)          
In connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees
must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. For the avoidance
of doubt, no fee or service charge shall be required with respect to any exchange of Exchangeable Certificates other than such
administrative fees charged by the Depository. The first distribution on an Exchangeable Certificate shall be made in the month
following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate. Neither
the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable certificates
to accomplish any exchange.


 


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)           
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)           
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the


 



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voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)           
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICERS, the Operating Advisor, THE ASSET REPRESENTATIONS
REVIEWER AND THE DIRECTING HOLDER


 


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicers, the Operating Advisor and the Asset
Representations Reviewer. (a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for
its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator,
each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms
of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents,


 



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(B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)          
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
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, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


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


 


(vi)          
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 


(vii)          
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)          
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority
or court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its


 



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obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have
a material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)          
Each of the Special Servicers, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit
and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the
Master Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          
The Special Servicer is a (A) in the case of the General Special Servicer, a limited liability company, duly organized,
validly existing and in good standing under the laws of the State of Delaware and (B) in the case of the 540 West Madison Special
Servicer, a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia
and in each case, the applicable Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the applicable Special Servicer and the performance and compliance with
the terms of this Agreement by the applicable Special Servicer do not (A) violate the applicable special servicer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
applicable Special Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the applicable Special Servicer to perform its obligations under this Agreement or its financial
condition;


 


(iii)          
The applicable Special Servicer has the full power and authority to enter into and consummate all transactions to be performed
by it 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, legal
and binding obligation of the applicable Special Servicer enforceable against the applicable Special Servicer in accordance with
the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)          
The applicable Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or


 



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regulatory authority, which violation, in the
applicable special servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the
ability of the applicable Special Servicer to perform its obligations under this Agreement or the financial condition of the Special
Servicer;


 


(vi)          
No litigation is pending or, to the best of the applicable special servicer’s knowledge, threatened against the applicable
Special Servicer which would prohibit the applicable Special Servicer from entering into this Agreement or, in the applicable
special servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the applicable
Special Servicer to perform its obligations under this Agreement;


 


(vii)          
The applicable Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)          
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the applicable Special Servicer of, or compliance by the applicable Special
Servicer with, this Agreement or the consummation of the transactions of the applicable Special Servicer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the applicable Special Servicer of its obligations under this Agreement, or which, if not obtained would not have
a materially adverse effect on the ability of the applicable Special Servicer to perform its obligations hereunder.


 


(c)           
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, each
Special Servicer and the Asset Representations Reviewer, as of the Closing Date, that:


 


(i)          
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor
to perform its obligations under this Agreement or its financial condition;


 






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(iii)          
The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by
it 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, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


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


 


(vi)          
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)          
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement; and


 


(viii)          
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this
Agreement or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent,
approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor
of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of
the Operating Advisor to perform its obligations hereunder.


 






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(d)          
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, each Special Servicer and the Certificate Administrator, as
of the Closing Date, that:


 


(i)          
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance
with the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


 


(iii)          
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it 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, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


(vi)          
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which


 



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would prohibit the Asset Representations Reviewer from entering into this Agreement or,
in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)          
The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)          
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon discovery by any party to this Agreement (or upon written notice thereof from any Certificateholder or
any Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall give prompt
written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of
a Control Termination Event, the Directing Holder.


 


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by, and no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, such
Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicers
or the Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicers each will keep in full effect its existence, rights and franchises as an entity under the laws
of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as
a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability
of this Agreement, the Certificates or


 



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any of the Mortgage Loans or Companion Loans and to perform its respective duties under
this Agreement.


 


(b)          
The Depositor, the Master Servicer, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer
each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited
to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as
the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person
succeeding to the business of the Depositor, the Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, such Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the applicable Special Servicer in each of the foregoing
cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper
(other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor,
the Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, a Special
Servicer or the Operating Advisor enters into a merger and the Master Servicer, such Special Servicer or the Operating Advisor,
as applicable, is the surviving entity under applicable law, the Master Servicer, such Special Servicer or the Operating Advisor,
as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings
of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided,
further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related
Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, such Special Servicer
or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, such Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange
Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of
noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization,
as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity.
Notwithstanding the foregoing, no Master Servicer, Special Servicer or


 



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Operating Advisor may remain the Master Servicer, a Special
Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person
that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited
Party, except to the extent (i) the Master Servicer, such Special Servicer or Operating Advisor, as applicable, is the surviving
entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting
obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably
withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such
Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have
failed to notify the Master Servicer or such Special Servicer, as applicable, in writing of the Depositor’s determination,
or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall
be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met,
the Trustee may terminate, and if the conditions set forth in the third proviso of the second preceding sentence are not met the
Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans and the Trust Subordinate Companion
Loan pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.


 


                            
(i)          
The Asset Representations Reviewer 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.


 


                          
(ii)          
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer 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 Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.


 


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset
Representations Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability
to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision
shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), either Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations
made by it herein or any liability which would otherwise be imposed by reason of willful misconduct, bad


 



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faith or negligence in
the performance of duties or by reason of negligent disregard of obligations and duties hereunder. The Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicers, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), a Special Servicer, the Operating Advisor or the Asset Representations Reviewer
may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicers, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member,
manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with any legal or administrative action (whether in equity or at law) or claim relating to
this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation
or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance
of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the
case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred
in connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined
by a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian)
shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage
and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicers, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting
or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the applicable Special Servicer,
the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party
or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be
full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel.


 


(b)          
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicers,
the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that


 



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each of the Depositor, the Master Servicer, the Special Servicers, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Co-Lender Agreement and will also be payable out of the other funds in the Collection Account if amounts
on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate
to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will
be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion Paying
Agent), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)           
Each of the Master Servicer and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent) (in the case of the applicable Special Servicer), the
applicable Special Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder,
member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of
them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or such
Special Servicer, as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Master Servicer or such Special Servicer, as the case may be, of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein by the Master Servicer or such Special Servicer, as applicable. The
Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Master Servicer or the applicable Special Servicer as applicable, if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to
indemnification hereunder, whereupon the Master Servicer or the applicable Special Servicer, as the case may be, shall assume the
defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the applicable
Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or


 



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otherwise, unless the Master Servicer’s or the applicable special servicer’s, as the case may be,
defense of such claim is materially prejudiced thereby.


 


(d)          
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), each Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or
as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate
Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer,
the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Trustee
or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor,
such Master Servicer (including in its capacity as Companion Paying Agent), such Special Servicer, the Asset Representations Reviewer
or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee
or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


 


(e)           
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), each Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent) or such Special Servicer) and pay all


 



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expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.
Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)           
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), each
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case
may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Operating
Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity
as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Operating
Advisor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)          
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)          
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations


 



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and duties under this Agreement or by reason
of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the
Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification
hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory
to the Master Servicer (including in its capacity as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced
thereby.


 


(i)            
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced
Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their
respective partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced
Trust (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless
against the Trust’s pro rata share (subject to the applicable Non-Serviced Co-Lender Agreement) of any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses
incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged
Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations Reviewer, incurred in
connection with the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced Pooling Agreement
(as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced Pooling Agreement).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), either Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.


 


Section 6.05       
Depositor, Master Servicer and Special Servicers Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicers shall resign from their respective obligations and duties hereby imposed
on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee
of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable


 



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rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination
permitting the resignation of the Master Servicer or such Special Servicer pursuant to clause (a) above shall be evidenced
by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence
of a Consultation Termination Event) the Controlling Class Representative. No such resignation by the Master Servicer or the applicable
Special Servicer shall become effective until the Trustee or a successor master servicer or successor special servicer, as applicable,
shall have assumed the Master Servicer’s or such Special Servicer’s, as applicable, responsibilities and obligations
in accordance with Section 7.02 and no such resignation by the Master Servicer or such Special Servicer shall become
effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof
and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination (as described
in Section 7.01(c)) or resignation of the Master Servicer or such Special Servicer, pursuant to this Section 6.05,
the Master Servicer or such Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master
servicer or special servicer with respect to this Section 6.05; provided that, such successor master servicer
or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates
and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the
Directing Holder, such approval not to be unreasonably withheld. The resigning party shall pay all costs and expenses (including
costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant
to this Section 6.05. Except as provided in Section 7.01(c), in no event shall the Master Servicer or such
Special Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special
Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicers. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and either Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and either Special Servicer hereunder
or exercise the rights of the Master Servicer or either Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicers shall not be relieved of any of their respective obligations hereunder by virtue
of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or either Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section 6.07       
The Master Servicer and the Special Servicers as Certificate Owner. The Master Servicer, either Special Servicer
or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights
it would have if it were not the Master Servicer, a Special Servicer or an Affiliate thereof.


 






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Section 6.08       
  The Directing Holder. (a) For so long as no Control Termination Event has occurred and is continuing, the Directing
Holder shall be entitled to advise (1) the applicable Special Servicer with respect to all Specially Serviced Mortgage Loans
and any Non-Specially Serviced Mortgage Loans with respect to matters involving a Major Decision processed by the applicable Special
Servicer, other than any Excluded Loan or Servicing Shift Mortgage Loan and (2) the applicable Special Servicer with respect
to Non-Specially Serviced Mortgage Loans other than any Excluded Loan or Servicing Shift Mortgage Loan, involving a Major Decision
and notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to the second and third paragraphs
of this Section 6.08, (i) in the event that the applicable Special Servicer and the Master Servicer have mutually
agreed pursuant to Section 3.18 that the Master Servicer shall determine and process the request with respect to such Major
Decision, the Master Servicer, shall not be permitted to take any of the following actions irrespective of whether any such Major
Decision constitutes a “Major Decision” under, and as defined in, the related Co-Lender Agreement (each a “Major
Decision”) unless it has obtained the consent or deemed consent of the applicable Special Servicer (provided that such
consent shall be deemed given (unless earlier objected to by the applicable Special Servicer) fifteen (15) Business Days after
the applicable Special Servicer’s receipt of the Master Servicer’s written recommendation and analysis with respect
to such Major Decision and all information reasonably requested by the applicable Special Servicer, and in the possession of the
Master Servicer, in order to grant or withhold such consent (except as otherwise provided for in the first proviso following the
Major Decisions listed below) and (ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any Servicing
Shift Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has occurred
and is continuing, such Special Servicer shall not be permitted to take any of the following actions to the extent the Special
Servicer is responsible for processing any such action as described in the immediately succeeding paragraph) and (to the extent
the Master Servicer is responsible for processing any such action as described in the immediately succeeding paragraph) as to which
the Directing Holder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause 
(x) below) after receipt of the applicable Special Servicer’s written recommendation and analysis (provided that
if such written objection has not been received by such Special Servicer within such ten (10) Business Day (or thirty (30) day)
period, then the Directing Holder will be deemed to have approved such action):


 


(i)           any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of
the ownership of properties securing such of the Mortgage Loans and/or Serviced Whole Loans as come into and continue in default;


 


(ii)          any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges (which the Master
Servicer or the applicable Special Servicer, as applicable, is permitted to waive pursuant to this Agreement)) or material non-monetary
term (including, without limitation the timing of payments and acceptance of discounted pay-offs, but excluding the waiver of
Penalty Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced
Whole Loan;


 



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(iii)         any sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan, as applicable, or any REO Property (other
than in connection with the termination of the Trust) for less than the applicable Purchase Price (excluding the amount described
in clause (vi) and clause (vii) of the definition of “Purchase Price”);


 


(iv)         any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(v)          any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced 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 related Mortgage Loan or Serviced 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 a Mortgage Loan or Serviced Whole
Loan, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests
in the Mortgagor 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 related loan agreement or related to an immaterial easement, right of way
or similar agreement;


 


(vii)        any property management company changes or franchise changes to the extent the lender is required to consent or approve
under the Mortgage 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 related Mortgage Loan or a Serviced 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 a Mortgagor or guarantor
or releasing a Mortgagor or guarantor from liability under a Mortgage Loan or Serviced Whole Loan other than pursuant to the specific
terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(x)          the
determination of the applicable Special Servicer pursuant to clause (ii), clause (iii) or clause (viii) of the
definition of “Servicing Transfer Event”;


 


(xi)         following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any acceleration of
the Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under
the related Mortgage Loan documents or with respect to the related borrower or Mortgaged Property;


 


(xii)        any modification, waiver or amendment of a intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine
lender or subordinate debt


 



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holder related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce rights with respect
thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;


 


(xiii)       any determination of an Acceptable Insurance Default;


 


(xiv)       any proposed modification or waiver of any material provision in the related Mortgage Loan documents governing the type,
nature or amount of insurance coverage required to be obtained and maintained by the related borrower; and


 


(xv)        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 Mortgaged Property;


 


(xvi)       with respect to the 540 West Madison Whole Loan for so long as no Non-Trust Subordinate Companion Loan Control Termination
Event is continuing, any approval of annual budgets for the related Mortgaged Property (insofar as such approval is required of
the lender under the Mortgage Loan documents);


 


(xvii)      with respect to the 540 West Madison Whole Loan for so long as no Non-Trust Subordinate Companion Loan Control Termination
Event is continuing, any approval of the delivery by the related mezzanine lender of an environmental policy in lieu of a new
environmental indemnity in connection with such mezzanine lender’s foreclosure of its equity collateral or in connection
with the conversion of the related mezzanine loan to equity (insofar as such approval is required of the lender under the Mortgage
Loan documents);


 


(xviii)     with respect to the 540 West Madison Whole Loan for so long as no Non-Trust Subordinate Companion Loan Control Termination
Event is continuing, any approval of a material alteration at the Mortgaged Property (insofar as such approval is required of
the lender under the Mortgage Loan documents); and


 


(xix)       with respect to the 540 West Madison Whole Loan for so long as no Non-Trust Subordinate Companion Loan Control Termination
Event is continuing, any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination
and nondisturbance or attornment agreement in connection with any lease, at the related Mortgaged Property that (i) when
aggregated with all other leases at the Mortgaged Property with the same tenant (or affiliated tenants), and assuming the exercise
of all expansion rights and all preferential rights to lease additional space contained in such lease, is expected to demise more
than 100,000 rentable square feet, (ii) contains an option or preferential right to purchase all or any portion of the Mortgaged
Property, (iii) is with an affiliate of the related borrower as tenant, or (iv) is entered into during the continuance of
an event of default under the 540 West Madison Whole Loan (insofar as such approval is required of the lender under the Mortgage
Loan documents);


 


provided, further, that,
in the event that the applicable Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized
by this Agreement to take such action), as


 



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applicable, determines that immediate action, with respect to the foregoing matters,
or any other matter requiring consent of the Directing Holder prior to the occurrence and continuance of a Control Termination
Event in this Agreement (or any matter requiring consultation with the Controlling Class Representative or the Operating Advisor),
is necessary to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the
Certificateholders and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate
or pari passu nature of any Companion Loans)), the applicable Special Servicer or Master Servicer, as applicable may take
any such action without waiting for the Directing Holder’s response (or without waiting to consult with the Directing Holder
or the Operating Advisor, as the case may be), provided that the applicable Special Servicer or Master Servicer, as applicable
provides the Directing Holder (or the Operating Advisor, if applicable) with prompt written notice following such action including
a reasonably detailed explanation of the basis therefor. The applicable Special Servicer is not required to obtain the consent
of the Controlling Class Representative for any of the foregoing actions after the occurrence and during the continuance of a Control
Termination Event; provided, however, that, 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 applicable Special Servicer shall consult with the Controlling Class Representative in connection with any Major Decision not
relating to any Non-Serviced Mortgage Loan or Excluded Loan (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 the Directing Holder, in respect thereof. In the event the applicable Special Servicer receives no response from the Controlling
Class Representative within 10 days following its written request for input on any required consultation, the applicable 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 applicable Special Servicer from consulting
with the Controlling Class Representative on any future matters with respect to the applicable Mortgage Loan or any other Mortgage
Loan. In addition, after the occurrence and during the continuance of a Control Termination Event and with respect to any Serviced
AB Mortgage Loan, the applicable Special Servicer will also be required to consult with the Operating Advisor in connection with
any proposed Major Decision (and any other actions which otherwise require consultation with the Operating Advisor after the occurrence
and during the continuance of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the applicable
Special Servicer receives no response from the Operating Advisor 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
Operating Advisor related to the subject matter of such consultation, such Special Servicer shall not be obligated to consult with
the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to respond
on any specific matters shall not relieve the applicable Special Servicer from its obligation to consult with the Operating Advisor
on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to
the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
such Special Servicer shall consult with the Operating Advisor, on a non-binding


 



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basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at the conclusion
of the immediately preceding paragraph, (a) the applicable Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to (i) any Specially Serviced Mortgage Loan and (ii) any Non-Specially Serviced Mortgage
Loan (unless the Master Servicer and applicable Special Servicer have mutually agreed to have the Master Servicer process such
request) and (b) the Master Servicer shall process all requests for any matter that constitutes a “Major Decision”
with respect to any Non-Specially Serviced Mortgage Loan if the Master Servicer and the applicable Special Servicer have mutually
agreed to have the Master Servicer process such request. Upon receiving a request for any matter that constitutes a Major Decision
(without regard to the first proviso set forth at the conclusion of the immediately preceding paragraph), except with respect to
any such request relating to a Non-Specially Serviced Mortgage Loan, the Master Servicer shall forward such request to the applicable
Special Servicer and, unless the Master Servicer and the applicable Special Servicer mutually agree that the Master Servicer will
process such request, the applicable Special Servicer will be required to process such request and the Master Servicer will have
no further obligation with respect to such request or the related Major Decision.


 


With respect to any Mortgagor
request or other action on Non-Specially Serviced Mortgage Loans that is not a Special Servicer Decision or a Major Decision, the
Master Servicer shall not be required to obtain the consent of or consult with any Special servicer, any Directing Holder or the
Operating Advisor.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Holder subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Co-Lender Agreement, may direct the applicable
Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Holder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan or related Co-Lender Agreement or mezzanine
intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject
to the rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer
and either Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicers,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability,
or materially expand the scope of the responsibilities of the Master Servicer or either Special Servicer, as applicable, hereunder
or cause the Master Servicer or either Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable
judgment of the Master Servicer or the applicable Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 



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In the event a Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder or any advice from the
Directing Holder, would cause such Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan,
applicable law or this Agreement, including without limitation, the Servicing Standard, such Special Servicer or Master Servicer,
as applicable, shall disregard such refusal to consent or advise and notify the Directing Holder, the Trustee and 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 Master Servicer or such Special Servicer in accordance with the direction of or approval of the Directing Holder
that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this
Agreement, will not result in any liability on the part of the Master Servicer or such Special Servicer.


 


The Directing Holder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Holder shall not be protected against any liability
to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence
in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations
or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges
and agrees that the Directing Holder may take actions that favor the interests of one or more Classes of the Certificates including
the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Holder may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that the Directing Holder may act solely
in the interests of the Controlling Class Certificateholders, including the Holders of the Controlling Class, that the Directing
Holder does not have any duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that
the Directing Holder shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the
Controlling Class Certificateholders, and that the Directing Holder shall have no liability whatsoever for having so acted, and
no Certificateholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or principal
thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced Pooling Agreement including the Holders of the controlling class under such Non-Serviced Pooling Agreement
over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests
of the Holders of the controlling class under the related Non-Serviced Pooling Agreement, that such Non-Serviced Whole Loan Controlling
Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the
controlling class under the related Non-Serviced Pooling


 



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Agreement, and that the Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take
any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or
any director, officer, employee, 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 a Control
Termination Event (and at any time with respect to any Excluded Loan), the Directing Holder shall have no right to consent to or
direct 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 of a Consultation Termination Event, the Directing Holder shall remain entitled
to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, the
applicable Special Servicer and any other applicable party shall consult with the Directing Holder (other than with respect to
any Excluded Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii)
after the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan, the Directing Holder
shall have no direction, 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 Directing Holder.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01         
Servicer Termination Events; Master Servicer and Special Servicers Termination. (a)  “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)           (A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection
Account, to the Companion Paying Agent for deposit into the related Serviced Whole Loan Custodial Account or to a Companion Holder,
on the day and by the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure
is not remedied within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate
Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is
not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)          any failure by the applicable Special Servicer to deposit into the applicable REO Account, within two (2) Business Days
after such deposit is required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other
required account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the
time specified by, the terms of this Agreement; or


 



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(iii)         any failure on the part of the Master Servicer or such Special Servicer duly to observe or perform in any material respect
any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days
(or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of the Master Servicer’s or such Special Servicer’s obligations, as applicable, contemplated by Article XI,
(B) ten (10) days in the case of the Master Servicer’s failure to make a Property Protection Advance or (C) fifteen
(15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master
Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or such Special
Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Voting Rights allocable to such class or, solely as it relates to the servicing
of a Serviced Pari Passu Whole Loan if affected by such failure, by the related Serviced Companion Noteholder or, solely as it
relates to the servicing of Trust Subordinate Companion Loan if affected by such failure, the Holders of not less than 25% of
the Certificate Balance of each affected Class of the Loan-Specific Certificates (as holders of a beneficial interest in the Trust
Subordinate Companion Loan); provided, however, if such failure is capable of being cured and the Master Servicer
or such Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30)
days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting; or


 


(iv)         any breach on the part of the Master Servicer or such Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period of
thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the
Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee,
or to the Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders
of Certificates evidencing Percentage Interests aggregating not less than 25% of the Voting Rights allocable to such class or,
as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by such breach, by the related Serviced Companion
Noteholder or, solely as it relates to the servicing of Trust Subordinate Companion Loan if affected by such failure the Holders
of not less than 25% of the Certificate Balance of each affected Class of the Loan-Specific Certificates (as holders of a beneficial
interest in the Trust Subordinate Companion Loan); provided, however, that if such breach is capable of being cured
and the Master Servicer or such Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be
extended an additional thirty (30) days; or


 


(v)          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,


 



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receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer
or such Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period
of sixty (60) days; or


 


(vi)        the Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or such Special Servicer or of or relating to all or substantially all of its property;
or


 


(vii)       the Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of
the foregoing; or


 


(viii)      either of Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency)
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes
of Serviced Companion Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by Moody’s or KBRA (or, in the case of
Serviced Companion Loan Securities, any Companion Loan Rating Agency) within sixty (60) days of such event) and, in the case of
either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or the applicable Special Servicer,
as applicable, as the sole or a material factor in such rating action;


 


(ix)         the Master Servicer or the applicable Special Servicer is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or the applicable Special Servicer is not reinstated to at least that rating within
sixty (60) days of the delisting; or


 


(x)          the Master Servicer or the applicable Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on
such list within sixty (60) days.


 


(b)          If any Servicer Termination Event with respect to the Master Servicer or the applicable Special Servicer (in either case,
for purposes of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then,
and in each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor
may, and at the written direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Holder (solely with


 



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respect to the applicable Special Servicer) or the Holders
of Certificates evidencing at least (a) 25% of the Voting Rights in the case of the Master Servicer, (b) 25% of the Pooled Voting
Rights in the case of the Special Servicer (other than with respect to the 540 West Madison Whole Loan), and (c) 25% of the Voting
Rights in the case of the Special Servicer with respect to the 540 West Madison Whole Loan, the Trustee shall, terminate (and the
Depositor may direct the Trustee to terminate each of the Master Servicer or the applicable Special Servicer as applicable, upon
five Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice
in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and
to the Mortgage Loans and the Trust Subordinate Companion Loan and the proceeds thereof (other than as a Certificateholder or Companion
Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and
unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement for services rendered
and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise provided in
this Article VII, all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans and the Trust Subordinate Companion Loan or otherwise, shall
pass to and be vested in the Trustee with respect to a termination of the Master Servicer or such Special Servicer pursuant to
and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Affected 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 Mortgage Loans or the Trust Subordinate Companion
Loan and related documents, or otherwise. The Master Servicer and such Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or such Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or such Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer
within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should
have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by
such Special Servicer to the applicable REO Account (if it is the Affected Party) or thereafter be received with respect to the
Mortgage Loans, the Trust Subordinate Companion Loan or any REO Property (provided, however, that the Master Servicer
and such Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d)
(with respect to such Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances (in the case of such Special Servicer or the Master
Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and
its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding
any such termination).


 



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(c)          If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii), (ix) or (x), the Master Servicer shall have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with
Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage
Loans and the Trust Subordinate Companion Loan under this Agreement. During such forty-five (45) day period the Master Servicer
may continue to serve as Master Servicer hereunder. In the event that the Master Servicer is unable, within such forty-five (45)
day period, to cause a qualified successor master servicer to assume the duties of the Master Servicer hereunder, then and in such
event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the General Special Servicer shall occur and be continuing that affects the Holder
of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not otherwise terminated, the Holder
of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer with respect to the related Serviced
Pari Passu Whole Loan. Any General Special Servicer appointed to replace the General Special Servicer with respect to a Serviced
Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion
Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion
Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the
eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the
provisions of Section 7.02. Any appointment of a replacement General Special Servicer in accordance with this paragraph
shall be subject to the receipt of Rating Agency Confirmation and confirmation from the rating agencies that such appointment or
replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related
Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)         Subject to the rights of the holder of a related AB Subordinate Companion Loan and the rights of the Holders of the Loan-Specific
Certificates pursuant to the related Co-Lender Agreement at any time prior to the occurrence and continuance of a Control Termination
Event and other than with respect to any Excluded Loan, the Directing Holder shall be entitled to terminate the rights (subject
to Section 3.11 and Section 6.04) and obligations of such Special Servicer under this Agreement, with or
without cause, upon ten (10) Business Days’ notice to such Special Servicer, the Master Servicer, the Certificate Administrator,
the Trustee and the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting
the requirements of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan, the ten
(10) Business Days’ notice set forth in this Section 7.01(d) shall not apply to the related Loan-Specific Directing
Holder’s right to terminate the Special Servicer’s rights and obligations under this Agreement without cause with respect
to such Servicing Shift Whole Loan pursuant to the terms of the related Co-Lender Agreement. Upon a termination of such Special
Servicer, the Directing Holder (other than with respect to any Excluded Loan) shall appoint a successor special servicer; provided,
however, that (i) such


 



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successor will meet the requirements set forth in Section 7.02, (ii) each Rating
Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities the applicable
rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement
of such Special Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event that relates to any Mortgage Loan (but for so long as no Control Termination
Event is continuing with respect to the 540 West Madison Whole


 


Loan), upon (a) the
written direction of Holders of Pooled Principal Balance Certificates evidencing not less than 25% of the Pooled Voting Rights
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant
to Section 4.05 hereof) of the Pooled Principal Balance Certificates requesting a vote to replace such Special Servicer
(other than with respect to the 540 West Madison Whole Loan) with a new special servicer designated in such written direction,
(b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees
and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such
vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation
of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty (180) days of the posting of such
notice. Upon the written direction of Holders of Certificates evidencing at least 75% of a Pooled Certificateholder Quorum of Certificates
or holders of Pooled Principal Balance Certificates evidencing more than 50% of the aggregate Pooled Voting Rights of each Class
of Pooled Non-Reduced Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations of such
Special Servicer (other than with respect to the 540 West Madison Whole Loan) under this Agreement and appoint the successor special
servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.


 


After the occurrence
and during the continuance of a Control Termination Event that relates to any Mortgage Loan (and for so long as a Control Termination
Event is continuing with respect to the 540 West Madison Whole Loan), upon (a) the written direction of Holders of Principal
Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace such Special Servicer with a new special servicer designated in such written direction, (b) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency
fees and expenses) to be incurred by the


 



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Certificate Administrator in connection with administering such vote and which will not
be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating
Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders),
the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard, which vote shall occur within one hundred-eighty (180) days of the posting of such notice. Upon the written direction
of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum of Certificates or holders of Principal Balance
Certificates evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates on an aggregate
basis, the Trustee shall terminate all of the rights and obligations of such Special Servicer under this Agreement and appoint
the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via
the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices
are posted thereon. Notwithstanding the foregoing, the Certificateholders’ direction to replace a Special Servicer will not
apply to a Serviced AB Whole Loan unless a Trust Subordinate Companion Loan Control Termination Event has occurred and is continuing
with respect to the Serviced AB Whole Loan under the related Co-Lender Agreement. The Non-Trust Subordinate Companion Loan, will
have the right, prior to the occurrence and continuance of a Non-Trust Subordinate Companion Loan Control Termination Event, to
replace the applicable Special Servicer with respect to a Serviced AB Whole Loan. The Trust Subordinate Companion Loan, will have
the right, after the occurrence and continuance of a Non-Trust Subordinate Companion Loan Control Termination Event and prior to
the occurrence and continuance of a Trust Subordinate Companion Loan Control Termination Event, to replace the applicable Special
Servicer solely with respect to a Serviced AB Whole Loan.


 


The applicable Directing
Holder, shall have the right, prior to the occurrence and continuance of a Non-Trust Subordinate Companion Loan Control Termination
Event or Trust Subordinate Companion Loan Control Termination Event, as applicable, to replace the applicable Special Servicer
solely with respect to the related AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes
the Special Servicer) all of the responsibilities, duties and liabilities of such Special Servicer under this Agreement from and
after the date it becomes the applicable Special Servicer as they relate to any AB Whole Loan pursuant to an assumption agreement
reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion
of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement
to serve as a Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this
Agreement with respect to any AB Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement will
be enforceable against such replacement in accordance with the terms hereof.


 



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The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Co-Lender Agreement, if
a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced Pooling Agreement remains unremedied
and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise
been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Controlling
Class Representative) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special
Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer with
respect to a Non-Serviced Whole Loan, as applicable, will in any event be subject to Rating Agency Confirmation from each Rating
Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination
event under the related Non-Serviced Pooling Agreement, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace such Special Servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Controlling Class Representative.


 


Following the occurrence
and continuation of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor
determines that a Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance
with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy
to such Special Servicer, a written report in the form of Exhibit W attached hereto (which form may be modified or
supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance
of such form with the terms and provisions of this Agreement; provided, further, that in no event shall the information
or any other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons
supporting its recommendation (provided that the Operating Advisor will not be permitted to recommend the replacement of the Special
Servicer for any Whole Loan so long as the holder of the related Companion Loan is the Loan-Specific Directing Holder under the
related Co-Lender Agreement) (along with relevant information justifying its recommendation) and recommending a suggested replacement
special servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly
post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website
in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard.
After the occurrence and during the continuance of a Consultation Termination Event that relates to any Mortgage Loan (but for
so long as no Control Termination Event is continuing with respect to the 540 West Madison Whole Loan), upon (i)(A) the affirmative
vote (which requisite affirmative vote must be received within 180 days of the posting of the notice of the Operating Advisor’s
recommendation to replace the applicable Special Servicer to the Certificate Administrator’s Website) of Holders of Pooled
Principal Balance Certificates evidencing at least a majority of the aggregate Pooled Voting Rights (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Pooled
Principal Balance Certificates on an aggregate basis or (B) after the occurrence and during the continuance of a Consultation Termination
Event that relates to any Mortgage Loan (and for so long as a Control Termination Event is continuing with respect to the


 



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540 West
Madison Whole Loan) the affirmative vote (which requisite affirmative vote must be received within 180 days of the posting of the
notice of the Operating Advisor’s recommendation to replace the applicable Special Servicer to the Certificate Administrator’s
Website) of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into
account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates)
of all Principal Balance Certificates on an aggregate basis and (ii) receipt of Rating Agency Confirmation from each Rating
Agency by the Certificate Administrator following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate
all of the rights and obligations of such Special Servicer under this Agreement and appoint a successor special servicer approved
by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination.
The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with
obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified
Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not receive at least
a majority of the requested votes, then the Trustee shall have no obligation to remove such Special Servicer. Prior to the appointment
of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of such
Special Servicer under this Agreement and to act as such Special Servicer’s successor hereunder. Notwithstanding the foregoing,
the Operating Advisor shall not be permitted to recommend the replacement of the applicable Special Servicer with respect to an
AB Whole Loan so long as the related Serviced Companion Noteholder, is not subject to an AB Control Appraisal Period (or, with
respect to the 540 West Madison Whole Loan, the holder of the Non-Trust Subordinate Companion Loan is not subject to a Non- Trust
Subordinate Companion Loan Control Termination Event or the holder of the Trust Subordinate Companion Loan is not subject to a
Trust Subordinate Companion Loan Control Termination Event) under the related Co-Lender Agreement.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by the Controlling Class Representative without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of a Special Servicer).


 


(e)          The Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii)
and (ix) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 



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(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


 


(g)         Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any,
the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, the Directing Holder shall be entitled to select an Excluded Special Servicer,
as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement,
unless such Excluded Special Servicer Loan is also an Excluded Loan. After the occurrence and during the continuance of a Control
Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special
Servicer shall use reasonable efforts to select the related Excluded Special Servicer. It shall be a condition to any such appointment
that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of
any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect
to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer is a Qualified Replacement Special
Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and
any applicable Other Depositor or applicable Other Certificate Administrator, the information, if any, required under Item 6.02
of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the applicable
Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming
an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2)
the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) such Special Servicer
shall become the applicable Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) such Special Servicer
shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during
such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided,
however, that the related Excluded Special Servicer will not be required to resign if the Directing Holder determines that
such Excluded Special Servicer may continue to serve as special servicer for the applicable Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the applicable Special Servicer for the related Excluded Special Servicer
Loan and shall be


 



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entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during
such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the applicable
Special Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced
Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as the case may be, has actual
knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or the applicable Special Servicer, as the case
may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02         
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the applicable Special Servicer
as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives
a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has
been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party,
until such successor to the Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Holder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master
Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and
shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of the Master Servicer or the applicable Special Servicer, as applicable, by the terms and provisions hereof;
provided, however, that any failure to perform such duties or responsibilities caused by the terminated party’s
failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by
such successor hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master
Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer
shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer.
The Trustee in its capacity as successor to the Master Servicer or a Special Servicer, as the case may be, shall not be liable
for any of the representations and warranties of the Master Servicer or the applicable Special Servicer respectively, herein or
in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or the applicable Special Servicer
or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee
be required to purchase any Mortgage Loan or Trust Subordinate Companion Loan hereunder solely as a result of its obligations as
successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor,
the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or
the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and
subject to Section 3.11, and the Trustee as successor to such Special Servicer shall be entitled to the Special Servicing
Fees to which such Special Servicer would have been entitled if the applicable Special Servicer had continued to act hereunder.
Should the


 



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Trustee succeed to the capacity of the Master Servicer or such Special Servicer, as the case may be, the Trustee shall
be afforded the same standard of care and liability as the Master Servicer or such Special Servicer, as applicable, hereunder notwithstanding
anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master
servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or the applicable Special Servicer
as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if,
prior to the occurrence and continuance of a Control Termination Event, the Directing Holder or the Holders of Certificates evidencing
at least (a) 25% of the Voting Rights in the case of the Master Servicer, (b) 25% of the Pooled Voting Rights in the case of the
Special Servicer (other than with respect to the 540 West Madison Whole Loan), and (c) 25% of the Voting Rights in the case of
the Special Servicer with respect to the 540 West Madison Whole Loan, so direct in writing to the Trustee, promptly appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria
set forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or that Special Servicer, as
applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer
or such Special Servicer hereunder. No appointment of a successor to the Master Servicer or such Special Servicer hereunder shall
be effective until (i) the assumption in writing by the successor to the Master Servicer or such Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), (iii) which appointment has been approved (prior to the occurrence and continuance
of a Control Termination Event) by the Directing Holder, such approval not to be unreasonably withheld and (iv) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or such
Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity
as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or such Special
Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans and the Trust Subordinate Companion Loan as it and such successor shall agree; provided, however,
that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall
be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee,
the Master Servicer or the applicable Special Servicer (whichever is not the terminated party) and such successor shall take applicable
action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses associated
with the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement shall
be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special
Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor Master


 



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Servicer or Special
Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed
by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability
for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and
expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect
such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the
party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the
Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer
or the applicable Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct
the Trustee to so terminate the Master Servicer or such Special Servicer pursuant to this Agreement, the Trustee shall not have
any liability for such expenses pursuant to this paragraph.


 


Section 7.03         
Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the applicable
Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the applicable Special Servicer
pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the applicable Special Servicer
pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.


 


(b)         Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would
be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04        
Waiver of Servicer Termination Events. A Servicer Termination Event may be waived by the Certificateholders evidencing
not less than (a) 66-2/3% of the aggregate Voting Rights in case of the Master Servicer, (b) 66-2/3% of the Pooled Voting Rights
in the case of the Special Servicer (other than with respect to the 540 West Madison Whole Loan) and (c) 66-2/3% of the Voting
Rights in the case of the Special Servicer with respect to the 540 West Madison Whole Loan (and, if such Servicer Termination Event
is on the part of the applicable Special Servicer with respect to a Serviced Whole Loan only, by the related Serviced Companion
Noteholder). Notwithstanding the foregoing, (1) a Servicer Termination Event under clause (i) and clause (ii)
of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes and
any Serviced Companion Noteholder affected by such Servicer Termination Event, and (2) a Servicer Termination Event under clause
(iii) of Section 7.01(a) related to Exchange Act reporting may be waived only with the consent of the Depositor
and any Serviced Companion Noteholder affected by such Servicer Termination Event. Upon any such waiver of a Servicer Termination
Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall
be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer
Termination Event prior


 



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to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination
Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of
this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect
to the matters described above as they would if any other Person held such Certificates.


 


Section 7.05         
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Property Protection Advances resulting in a Servicer Termination
Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of
such failure with respect to such Property Protection Advances and (y) by noon, New York City time, on the related Distribution
Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Property Protection Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by such Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master 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 Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01         
Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and 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 his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 



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(b)          The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage
Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether
they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this
Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and
requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content
of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the
Master Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 


(c)          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 or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee 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
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless
it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent
facts; and


 


(iii)         Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not
less than 25% of the Voting Rights entitled to direct the Trustee and/or Certificate Administrator pursuant to the terms of this
Agreement, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 



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(d)          The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02         
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting
upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and
to have been signed or presented by the proper party or parties;


 


(ii)          The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)         Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates 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,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity
satisfactory to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, 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
man would exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)         Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)          Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the


 



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Trustee nor the Certificate Administrator shall be bound 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 to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the
Certificate Administrator 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 or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the
Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator,
respectively, may require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability
as a condition to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting
Holders;


 


(vi)         The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)        For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice
of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event,
act, failure or breach which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)      Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or a Special Servicer (unless the Trustee is acting as Master Servicer or a Special Servicer, as the case may be, in which case
the Trustee shall only be responsible for its own actions as Master Servicer or a Special Servicer), the Operating Advisor, the
Asset Representations Reviewer or of the Depositor;


 


(ix)         Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          In no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its
obligations hereunder because of circumstances


 



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beyond the Certificate Administrator’s or Trustee’s control, including,
but not limited to force majeure or acts of God;


 


(xi)         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;


 


(xii)        Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xiii)       Nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with
respect to their rights and protections relative to the Trust.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03         
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans or the
Trust Subordinate Companion Loan. The recitals contained herein and in the Certificates, other than the acknowledgments of
the Trustee or the Certificate Administrator in Sections  2.02 and 2.04 and the signature, if any, of
the Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate, shall be taken as the statements of
the Depositor, the Master Servicer or the applicable Special Servicer, as the case may be, and the Trustee or the Certificate Administrator
assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes any representations
as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee
or the Certificate Administrator set forth thereon) or of any Mortgage Loan or of the Trust Subordinate Companion Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans and the Trust Subordinate Companion Loan to the Trust, or any
funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer,
the applicable Special Servicer or in the case of the


 



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Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Depositor, the Master Servicer or the Special Servicers and accepted by the Trustee or the
Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04         
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, either Special Servicer or the Underwriters in banking transactions, with the same
rights it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05         
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will
be paid the Certificate Administrator/Trustee Fee equal to the Certificate Administrator’s portion of one month’s interest
at the Certificate Administrator/Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of
the Certificate Administrator. The Trustee Fee and Certificate Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage
Loan (or Trust Subordinate Companion Loan-by-Trust Subordinate Companion Loan, if applicable) basis. As to each Mortgage Loan,
the Trust Subordinate Companion Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate
Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator/Trustee Fee, which Certificate
Administrator/Trustee Fee shall accrue from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate
Administrator/Trustee Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or Trust Subordinate
Companion Loan, as applicable, and a 360-day year consisting of twelve 30-day months. The Trustee 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 Trustee’s sole
form of compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance
of any of the powers, rights and duties of the Trustee hereunder, except for the reimbursement of expenses specifically provided
for herein. The Certificate Administrator/Trustee Fee shall constitute the Certificate Administrator’s sole form of compensation
for the exercise and performance of its powers and duties hereunder, except for the reimbursement of expenses specifically provided
for herein. No Trustee Fee or Certificate Administrator/Trustee Fee shall be payable with respect to any Companion Loan.


 


(b)          The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, from
time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of


 



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investigation,
counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor master servicer or
successor special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act
or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any of the
powers and duties of the Trustee or the Certificate Administrator, respectively, hereunder; provided, however, that
none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made
by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate
Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated
expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense
or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in its capacities of Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Seller 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 Depositor, the Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach
by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to provide information to a Privileged Person that is an NRSRO, of its obligations under this Agreement
or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to provide information to a Privileged Person
that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section 8.06         
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a 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, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of the Master Servicer or either Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the applicable Special Servicer, as the case
may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii)
an institution whose long-term senior


 



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unsecured debt is rated at least “A” by S&P, “A2” by Moody’s
and “A” by Fitch; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such
rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s,
“A-” by Fitch and “A-” by S&P, (b) its short-term debt obligations have a short-term rating of not
less than “P-2” from Moody’s, “F1” by Fitch and “A-2” by S&P and (c) the Master Servicer
maintains a rating of at least “A2” by Moody’s and “A+” by Fitch, or such other rating with respect
to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association 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 the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and
with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer
the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07         
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice
thereof to the Depositor, the Master Servicer, each Special Servicer, the Trustee or the Certificate Administrator, as applicable,
the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate
Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or certificate administrator by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to the Master Servicer, each Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within one hundred and twenty (120) days after the giving of such notice of resignation, the resigning Trustee or Certificate
Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator,
as applicable, and any expenses associated with such petition shall be an expense of the Trust.


 


(b)          If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign
after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator
shall


 



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become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or
the applicable Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s
or Certificate Administrator’s, as applicable, reasonable control), to timely publish any report to be delivered, published
or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue
unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to
Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as
applicable, and appoint a successor trustee or certificate administrator reasonably acceptable to the Master Servicer, by written
instrument, in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the
successor trustee or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of
such instrument shall be delivered to the Master Servicer, each Special Servicer and the Certificateholders by the Depositor.


 


(c)          The Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon 30 days written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, each
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings
have been completed with respect to any related Companion Loan.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment


 



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of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon
the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage
Loan (and the related Trust Subordinate Companion Loan, if applicable) (to the extent that the original executed Mortgage Note
for each Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable) was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 or in blank,
and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were
assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable),
and certify in writing that, as to each Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable) then subject
to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage
Loan (or the related Trust Subordinate Companion Loan, as applicable) was not endorsed to the outgoing trustee, the Custodian shall,
upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested,
and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Note is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 or in blank;
provided, however, that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such
Mortgage Note requires the signature of the Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer
shall use reasonable efforts to cause the Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage
Loan or Trust Subordinate Companion Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt
of a Request for Release, deliver such Loan or Trust Subordinate Companion Mortgage Loan document to the Depositor or the successor
trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such
Mortgage Loan or Trust Subordinate Companion Loan document is assigned to such successor Trustee; and (d) in any case, such
successor Trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan (and the related
Trust Subordinate Companion Loan, if applicable), and certify in writing that, as to each Mortgage Loan (and the related Trust
Subordinate Companion Loan, if applicable) then subject to this Agreement, such endorsements and assignments have been made or,
in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)           Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 



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Section 8.08         
Successor Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
each Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such
successor trustee or certificate administrator 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 Trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which
Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,
the applicable Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things
as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties
and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)          No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)          Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09         
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee 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 or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, 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. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice
of such event to the Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post
such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10          Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any


 



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legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days
after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or a
Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)          Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)          The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of
its duties and responsibilities hereunder.


 



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Section 8.11         
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12        
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder
and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America;


 


(ii)          The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this
Agreement by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it or any of its assets;


 


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


 


(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not


 



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constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)         No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13        
Provision of Information to Certificate Administrator, Master Servicer and Special Servicers. The Master Servicer
shall promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with notice of any change
in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such
change). The Certificate Administrator, Master Servicer and the Special Servicers may each conclusively rely on the information
provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, Master Servicer and the Special Servicers, as applicable, shall have no liability for notices not sent to the correct
Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion
Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or
the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to
the Certificate Administrator, Master Servicer or the Special Servicers, as applicable.


 


The Certificate Administrator
shall promptly notify the Master Servicer and applicable Special Servicer of any change in the identity and/or contact information
of the Loan-Specific Directing Holder (to the extent it receives written notice of such change). The Master Servicer and applicable
Special Servicer may each conclusively rely on the information provided to them by the Certificate Administrator regarding identity
and/or contact information regarding the Loan-Specific Directing Holder unless the Master Servicer or the applicable Special Servicer,
as applicable, obtains written notice of the correct identity and/or contact information for such Loan-Specific Directing Holder
and the Master Servicer and applicable Special Servicer, as applicable, shall have no liability for notices not sent to the correct
Loan-Specific Directing Holder or any obligation to determine the identity and/or contact information of Loan-Specific Directing
Holder to the extent the Certificate Administrator has not provided updated or correct


 



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information regarding such Loan-Specific
Directing Holder or has not provided the most recent identity and/or contact information regarding such Loan-Specific Directing
Holders to the Master Servicer or applicable Special Servicer, as applicable.


 


Section 8.14        
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)          The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with
the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and
by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or
any of its assets;


 


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


 


(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


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


 


(vi)         No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate


 



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Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate
Administrator to perform its obligations hereunder.


 


Section 8.15         
Compliance with the PATRIOT Act. 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”), each of the Trustee, the Certificate Administrator, the Special Servicers and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicer, as applicable.
Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, each Special
Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation
as may be available for such party in order to enable the Trustee, the Certificate Administrator, each Special Servicer and the
Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01         
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan, Trust Subordinate Companion Loan and REO Property (as applicable)
subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the applicable
Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing greater than 50% of the Percentage
Interest of such class, in that order of priority, of all the Mortgage Loans, the Trust Subordinate Companion Loan and the


 



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Trust’s
portion of each REO Property, remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of
all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) included in the Trust Fund, (2) the
Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2)
to be conducted by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the
Voting Rights of the Classes of Certificates then outstanding (other than the Controlling Class unless the Controlling Class is
the only Class of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such Certificateholders
object within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of the Master Servicer
with respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans or Trust Subordinate Companion
Loan and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms
of the related Non-Serviced Pooling Agreement, the pro rata portion of the fair market value of the related Mortgaged Property,
as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3) above, minus (b) solely
in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together
with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 
3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer
(which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so
long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ,
Class C and Class D Certificates are no longer outstanding and the Notional Amounts of the Class X-A, Class X-B and Class
X-D Certificates have been reduced to zero, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates
(other than Class R Certificates) for the remaining Mortgage Loans, Trust Subordinate Companion Loan and REO Properties in the
Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however, that in no event shall
the trust created hereby continue beyond the expiration of twenty-one (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.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and
each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In
the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Loan-Specific Certificates
and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and the Trust’s portion of
each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole


 



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Certificateholder, not later than
the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account
an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special
Servicers, the Trustee and the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be
withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a)
or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such
amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts required
to be transferred to the Lower-Tier REMIC Distribution Account on the Master Servicer Remittance Date related to such Distribution
Date in which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph
of Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the
portion of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited
into the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its
Certificates (other than the Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a
Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and the Trust Subordinate Companion Loan and shall execute all assignments,
endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of
the Mortgage Loans, the Trust Subordinate Companion Loan and REO Properties remaining in the Trust Fund, and the Trust shall be
liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall
be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the
Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit
such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests. If the 540
West Madison Whole Loan (or any related REO Loan) is an asset of the Trust, (i) if the Mortgaged Property securing the 540 West
Madison Whole Loan has become an REO Property, then the Sole Certificateholder exercising the exchange described above, as a prerequisite,
shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders of the Loan-Specific Certificates
and (ii) if the Mortgaged Property securing the 540 West Madison Whole Loan is not an REO Property, then the Custodian shall, upon
receipt of a Request for Release from the Master Servicer, release or cause to be released to the Loan-Specific Directing Holder
or any designee thereof, the Mortgage Note for the Trust Subordinate Companion Loan and shall execute all assignments, endorsements
and other instruments furnished to it by the Loan-Specific Directing Holder as shall be necessary to effectuate transfer of such
Mortgage Note and the Trust Subordinate Companion Loan REMIC shall be liquidated in accordance with the procedures set forth in
Section 9.02 and neither of the Master Servicer nor the applicable Special Servicer shall have any further obligation
to service the Trust Subordinate Companion Loan hereunder.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator
and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund


 



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and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Co-Lender Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the applicable Special Servicer, the Master Servicer or the Holders of the Class R Certificates representing
greater than 50% of the Percentage Interest of such Class, in that order of priority, may, at their option, elect to purchase all
of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust
Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate Administrator,
and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided, however,
that the Holders of the Controlling Class, either Special Servicer, the Master Servicer, or the Holders of the Class R Certificates
may so elect to purchase all of the Mortgage Loans, the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which (A) the aggregate Stated Principal
Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Principal Balance of the Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust and
retire the then-outstanding Certificates. If the 540 West Madison Whole Loan (or any related REO Loan) is an asset of the Trust,
(i) if the Mortgaged Property securing the 540 West Madison Whole Loan has become an REO Property, then the purchaser exercising
the purchase option described above, as a prerequisite, shall designate a nominee to hold title to such REO Property on behalf
of the purchaser and the holders of the Loan-Specific Certificates and (ii) if the Mortgaged Property securing the 540 West Madison
Whole Loan is not an REO Property, then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the Loan-Specific Directing Holder or any designee thereof, the Mortgage Note for the Trust Subordinate
Companion Loan and shall execute all assignments, endorsements and other instruments furnished to it by the Loan-Specific Directing
Holder as shall be necessary to effectuate transfer of such Mortgage Note and the Trust Subordinate Companion Loan REMIC shall
be liquidated in accordance with the procedures set forth in Section 9.02. In the event that the Master Servicer or
the applicable Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class
R Certificates purchase, all of the Mortgage Loans, the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the applicable Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall
deposit in the Lower-Tier REMIC Distribution Account not later than the Master Servicer Remittance Date relating to the Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts required to be transferred thereto on such Master Servicer Remittance Date from the Collection
Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection
Account that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments have been
made, the Custodian shall release or cause to be released to the Master Servicer, the applicable Special


 



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Servicer, the Holders
of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the
remaining Mortgage Loans and the Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments
furnished to it by the Master Servicer, the applicable Special Servicer, the Holders of the majority of the Controlling Class or
the Holders of the Class R Certificates, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans, the
Trust Subordinate Companion Loan and REO Properties
remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the applicable Special Servicer then the Master Servicer, and then the Holders of the Class R
Certificates. For purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling
Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
the Loan-Specific Directing Holder, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the
provisions of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage
Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) 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 offices of the Certificate Registrar or such
other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and Trust Subordinate Companion Loan REMIC Distribution Amount, as applicable, and the amount of
any Yield Maintenance Charges distributable to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier
REMIC Distribution Account, in each case pursuant to Section 3.04(b) or Section 3.04(b), as applicable,
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account or the Class PEZ
Distribution Account, as applicable, that are allocable to payments on the Class of Regular Certificates so presented, (ii) any
remaining amounts of Yield Maintenance Charges distributable to the Class X-B Certificates pursuant to Section 4.01(e),
and (iii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class WM-R Interest, the
Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Trust Subordinate Companion Loan
REMIC Distribution Account or the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of


 



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the
final Distribution Date, shall be distributed in termination of the Trust Subordinate Companion Loan REMIC Regular Interests and
the Class WM-R Interest or the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a),
4.01(c), 4.01(c), 4.01(d), and 4.01(e), as applicable. Any funds not distributed on such Distribution
Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02         
Additional Termination Requirements. (a)  In the event the Master Servicer or the applicable Special Servicer
purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans,
the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund as provided
in Section 9.01 or in the event Holders of the Loan-Specific Certificates exchange their Certificates for the Trust
Subordinate Companion Loan, the Upper-Tier REMIC and Lower-Tier REMIC or the Trust Subordinate Companion Loan REMIC, as applicable,
shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified liquidation”
in Section 860F(a)(4) of the Code:


 


(i)           the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master
Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as
applicable, for cash; and


 


(iii)         within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and
in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) and in respect of the WM-R Interest (in the case
of the Trust Subordinate Companion Loan REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if applicable)
or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01       
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be
made to treat each Trust REMIC as a REMIC under the


 



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Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of
the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election
in respect of the Upper-Tier REMIC, each Class of the Regular Certificates (other than the Exchangeable Certificates) and the Class
PEZ Regular Interests shall be designated as the “regular interests” and the Class UR Interest shall be designated
as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of
the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests”
and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC.
For purposes of the REMIC election in respect of the Trust Subordinate Companion Loan REMIC, the Trust Subordinate Companion Loan
REMIC Regular Interests shall be designated as the “regular interests” and the Class WM-R Interest shall be designated
as the sole class of “residual interests” in the Trust Subordinate Companion Loan REMIC. None of the Special Servicers,
the Master Servicer or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G
of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)          The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)          The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans,
the Trust Subordinate Companion Loan and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a)
unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith
or negligence. The Holder of the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided
under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters
person” and as the “partnership representative” (within the meaning of Section 6223 of the Code, to the extent
such provision is applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holders of the largest
Percentage Interest of the Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent
to perform all of the duties of the “tax matters person” and “partnership representative” for the Trust
REMICs.


 


(d)          The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign
(and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall
be borne by the Certificate Administrator without any right of reimbursement therefor.


 



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(e)          The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax
matters person” and/or “partnership representative” who will serve as the representative of each of the Trust
REMICs created hereunder.


 


(f)           The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicers
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result
in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust
or any Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the


 



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Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the related
REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any
“prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust
REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the
extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect
of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax
authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Trust Subordinate
Companion Loan REMIC Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any 540 Madison Realized
Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class WM-R Interest in the manner
specified in Section 4.01(b), (y) in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent
they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect
of the Class LR Interest in the manner specified in Section 4.01(c) and (z) in the case of the Upper-Tier
REMIC, to the Holders of the Principal Balance Certificates (other than the Exchangeable Certificate) and the Class PEZ Regular
Interests in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any Realized Losses
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee,
the Certificate Administrator, the Master Servicer or the applicable Special Servicer shall be responsible for any taxes imposed
on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective obligations under this
Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)          The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)           Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event to occur.


 



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(j)           Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)          Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and Class PEZ Regular Interests and by
which the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests and Trust Subordinate Companion Loan REMIC
Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)           None of the Trustee, the Certificate Administrator, the Master Servicer or the applicable Special Servicer, as applicable,
shall sell, dispose of or substitute for any of the Mortgage Loans or the Trust Subordinate Companion Loan (except in connection
with (i) the default, imminent default or foreclosure of a Mortgage Loan or Trust Subordinate Companion Loan, including but
not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii) the
bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans or the Trust Subordinate Companion Loan pursuant to Article II or Article III
of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection
Account or the applicable REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution
will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to indemnify
the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions”
pursuant to the REMIC Provisions.


 


(m)         The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02       
Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Certificate


 



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Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03       
Depositor, Master Servicer and Special Servicers to Cooperate with Certificate Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives
a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The Master Servicer and the Special Servicers shall each furnish such reports, certifications and information, and upon
reasonable notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04       
Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate
Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause
any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator
shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 


(b)         Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicers and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a


 



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termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and
shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator
shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or
liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01       
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and the related rules
and regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or other performance
under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the
Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. 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 requests made by the Depositor in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS3, each of the Master Servicer, the Special Servicers, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
as applicable, to deliver or make available to the Depositor or the Certificate Administrator (including any of its assignees or
designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor to permit the Depositor to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the applicable Special Servicer the Operating
Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any
Sub-Servicer, or the servicing of the Mortgage Loans, (and the Trust Subordinate Companion Loan, if applicable), reasonably believed
by the Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period
of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements.
For purposes of this


 



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Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party
in connection with such obligation.


 


Section 11.02       
Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and the applicable
Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated
by Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer
and the applicable Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as
a successor to the Master Servicer and the applicable Special Servicer or to any such Sub-Servicer, the person removing and replacing
the Master Servicer and the applicable Special Servicer shall provide to the Depositor and the Certificate Administrator, at least
fifteen (15) calendar days prior to the effective date of such succession or appointment (or such shorter period as is agreed
to by the Depositor), (x) written notice to the Depositor of such succession or appointment and (y) in writing and in
form and substance reasonably satisfactory to the Depositor, all information relating to such successor reasonably requested by
the 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); provided, however that
if disclosing such information prior to such effective date would violate any applicable law or confidentiality agreement, the
Master Servicer, the Special Servicers, any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor
no later than the first Business Day after the effective date of such succession or appointment.


 


(b)          Each of the Master Servicer, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”)
is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will
be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the Depositor or the Mortgage
Loan Seller a written description (in form and substance satisfactory to the Depositor or the Mortgage Loan Seller, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use
commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into
a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee to comply
with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such
Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial
Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each
other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant
and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation


 



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required to
be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required
to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of
its obligations hereunder.


 


(c)          Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer 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, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to
the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to
the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
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).


 


(d)          In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall furnish
to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the Depositor
and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately and timely
report, pursuant to Section 11.07, the event 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).


 


(e)          Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan (and/or Trust Subordinate Companion Loan, if applicable) that is the subject of an Initial Sub-Servicing Agreement,
with respect to all matters related to Regulation AB, the Master Servicer shall not have any obligation other than to use
commercially reasonable efforts to cause such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)           Any information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the information relates to a party that services, specially services or is
trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 



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Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special Servicers, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the
Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
system) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not
delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will
promptly notify the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or
Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate
Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that
any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify
the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare
any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K,
Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Agreement.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments
to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.


 


Section 11.04   
Form 10-D Filings. (a)  Within fifteen (15) days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D
required by the


 






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Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each
Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided,
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the applicable Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional
Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except
with respect to the reporting of applicable REO Account balances which shall be delivered in the form of Exhibit MM
hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should
be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither
the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will 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.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute
Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Seller, if applicable, and the SEC’s assigned “Central Index Key”
for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the applicable REO Account (to the extent the related information has been received from the applicable Special
Servicer within the time period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution
Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts,


 






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the Gain-on-Sale
Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date. The Depositor and the Mortgage Loan Seller, in accordance with Section 6(b) of the Mortgage Loan Purchase
Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such
required reports arises in connection with the securitization contemplated by this Agreement then the Certificate Administrator
shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and
filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the
delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice
shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the
Depositor shall be required during such specified period.  The Certificate Administrator shall be entitled to rely on such
notifications in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan (and the related Trust Subordinate Companion Loan, if applicable) that permits Additional Debt or mezzanine debt in the future,
the Certificate Administrator shall include as part of any applicable Form 10-D filed by it, to the extent such information is
received by the Certificate Administrator from the Master Servicer or the applicable Special Servicer, as applicable, substantially
in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred
during the related Collection Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan (and
the related Trust Subordinate Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable, and (C)
the aggregate LTV Ratio calculated on the basis of the Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable)
and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: Leah Nivison, Telephone: 212-902-1000. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period
in which such Asset Review Report Summary was delivered, and (ii) post such


 






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Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset
Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form
10-D relating to the reporting period in which such request was received a Special Notice regarding the request to communicate,
and such Special Notice is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the
Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in
communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement,
and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 


(b)         
After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day
after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days
after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or
approval of such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic
or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the
Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K
under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power
of attorney, each to be filed with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D
as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after
filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed copy of
each Form 10-D filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage
Securities Corporation II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email:
leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne,
fax number: 212-291-5318, email: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b).
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where
such failure results from


 






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the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.


 


Section 11.05    
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it
being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2017, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)        
an annual compliance statement for the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator
and each Additional Servicer, as described under Section 11.09;


 


(ii)         (A)      the
annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicers, the Certificate Administrator, the Operating Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


(B)       if any
such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of
compliance with servicing criteria described under Section 11.10 is not included as an exhibit to such
Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


 


(iii)       
(A)     the registered public accounting firm attestation report for the Trustee, the Master
Servicer, the Special Servicers, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer
and each Servicing Function Participant utilized by the Master Servicer, the Special Servicers, the Certificate Administrator,
the Operating Advisor, the Custodian or the Trustee, as described under Section 11.11; and


 


(B)      
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included; and


 


(iv)       
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the


 






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Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and
the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and
the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”;
provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization
contemplated by this Agreement then the Certificate Administrator shall be deemed to have notice of such failure (only with respect
to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified
by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor
may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the
date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate


 






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Administrator shall be entitled to rely on such notifications in preparing, executing and/or filing any such report.


 


(b)         
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make available
on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at GS Mortgage Securities Corporation II, 200 West Street, New York, New York 10282, Attention:
Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000,
email: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318, email: joe.osborne@gs.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to
the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer
or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in
the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)         
Upon written request from the Mortgage Loan Seller, the Master Servicer or either Special Servicer, the Certificate Administrator
shall confirm to the Mortgage Loan Seller, Master Servicer or the applicable Special Servicer whether it has received notice that
any party to this Agreement has changed since the Closing Date and will provide to the Mortgage Loan Seller, the Master Servicer
or the applicable Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust is subject
to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator,
the Custodian, the Asset Representations Reviewer and the Operating Advisor shall provide, and (i) with respect to each Initial
Sub-Servicer engaged by the Master Servicer or the applicable Special Servicer, as applicable, that is a Servicing Function Participant
use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with


 






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respect to each other Servicing
Function Participant with which the Master Servicer, the applicable Special Servicer the Trustee, the Certificate Administrator,
the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust
Subordinate Companion Loan, if applicable), shall cause such Servicing Function Participant to provide, to the Person who signs
the Sarbanes-Oxley Certification (the “Certifying Person”), on or before March 1st of each year commencing
in March 2017, a certification in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4,
Z-5, Z-6 or Z-7 (each, a “Performance Certification”), as applicable, on which the Certifying
Person, the entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial
mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and complete
contact information for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days
prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization
a certification in form and substance similar to applicable Performance Certification (which shall address the matters contained
in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which Person, the entity
for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates
can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts
to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the
Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if
applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that
each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants
of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11. 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 11.06 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. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the
accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor,
but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information
other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities
hereunder or (iii) with respect to completeness of


 






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information and reports, to certify anything other than that all fields
of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left
blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the
reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06
shall be obligated to do so.


 


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the
Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and
approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately


 






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preceding paragraph. Promptly, but no later than
the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New
York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail)
to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at GS Mortgage Securities Corporation
II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com,
with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318,
email: joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its
duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither the
Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.


 


The Master Servicer,
the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer shall (i) with
respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer use commercially reasonable
efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with
which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan,
if applicable) (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and the
Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence, of
any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting


 






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period occurring after the filing of such form, the obligations of the
parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Seller and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice
to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05
and Section 11.07, and all parties’ obligations under this Article XI shall recommence.


 


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicers (regardless of whether the applicable Special
Servicer has commenced special servicing of a Mortgage Loan or the Trust Subordinate Companion Loan), the Custodian, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to
any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying
Servicer that is an Initial Sub-Servicer, cause (or in the case of a sub-servicer that is an Additional Servicer that a Mortgage
Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer to
and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect
to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such Additional Servicer to), on or before
March 1st of each year, commencing in March 2017, furnish to the Trustee, the Certificate Administrator (which copy shall
be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5
Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the
form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the
Depositor) 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 or primary servicing agreement in the case of an Additional Servicer, 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 or primary servicing agreement in the case
of an Additional Servicer, 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. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to
each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer
that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable
efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans or the Trust Subordinate Companion Loan, cause such Additional
Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a


 






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copy of each such statement
available on its Internet website) to the Directing Holder and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor
may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any
failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s
obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer
and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer
that serviced a Mortgage Loan or Trust Subordinate Companion Loan during the applicable period, whether or not such Certifying
Servicer or Additional Servicer is acting as the Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator
or Additional Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special
Servicers or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given
year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed
in respect of the Trust for the preceding calendar year.


 


In the event the Master
Servicer, either Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms
of this Agreement, such party shall provide, and each of the Master Servicer and the applicable Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the applicable Special Servicer, the Trustee or the Certificate Administrator was
subject to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of
each year, commencing in March 2017, the Master Servicer, the Special Servicers (regardless of whether the applicable Special
Servicer has commenced special servicing of the Mortgage Loans or Trust Subordinate Companion Loan), the Trustee (provided,
however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during
which there was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator,
each at its own expense, shall furnish (and each such party shall (i)  with respect to each Initial Sub-Servicer engaged by
such Master Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant,
use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each
other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans
(and the Trust Subordinate Companion Loan, if applicable), cause


 






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such Servicing Function Participant to furnish) to the Trustee,
the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available
on its Internet website) (and, with respect to the Special Servicers, also to the Operating Advisor), and the 17g-5 Information
Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that
complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance
with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant
Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II.
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicers, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery
of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that
a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)        
The Master Servicer, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby
acknowledge and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with
respect to such party and any Servicing Function Participant with which the Master Servicer, Special Servicers, Trustee, Operating
Advisor or Certificate Administrator has entered into a servicing relationship.


 






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(c)         
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and either Special
Servicer shall notify the Certificate Administrator, the Depositor and the Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and the Mortgage
Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicers,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the applicable Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such Master Servicer or applicable Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicers, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time
that the Additional Servicer was subject to such other servicing agreement.


 


(d)        
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing
in March 2017, the Master Servicer, the applicable Special Servicer, the Trustee, the Custodian, the Operating Advisor and the
Certificate Administrator, each at its own expense, shall cause (and each such party shall (i) with respect to each Initial
Sub-Servicer engaged by such Master Servicer, Special Servicers, Trustee, Operating Advisor or Certificate Administrator that is
a Servicing Function Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and
(ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such Servicing Function Participant
to cause) a registered public accounting firm (which


 






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may also render other services to the Master Servicer, the Special Servicers,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor 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 Trustee
(who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)),
the Certificate Administrator, the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination
Event, the Directing Holder, and, promptly, but not earlier than the second Business Day following the delivery of such report
to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied
with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material
respects. 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 such related accountant’s attestation report shall be made in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be
available for general use and not contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance
with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon
by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicers, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), as the case may be, in the fulfillment
of any of the Master Servicer’s, the applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of
compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional
Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in any
given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed
with respect to the Trust for the preceding fiscal year.


 






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Section 11.12    
Indemnification. Each of the Master Servicer, the Special Servicers, the Trustee, the Certificate Administrator,
the Custodian, the Asset Representations Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification
Party and each Other Depositor (and such Other Depositor’s officers, directors and Affiliates) 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 Certification Party or Other Depositor (or such Other Depositor’s officers, directors and Affiliates), as
applicable, arising out of (i) an actual breach by the Master Servicer, such Special Servicer, the Trustee, the Operating
Advisor, the Custodian, the Asset Representations Reviewer or the Certificate Administrator, as the case may be, of its obligations
under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, such
Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset Representations Reviewer or the Certificate Administrator
in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


 


The Master Servicer,
the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged
by the Master Servicer, the Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each
Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans (and the Trust Subordinate Companion Loan, if applicable), cause such party to, in each case, indemnify and hold harmless
each Certification Party and each Other Depositor (and such Other Depositor’s officers, directors and Affiliates) from and
against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party or Other Depositor (or such Other Depositor’s
officers, directors and Affiliates), as applicable, arising out of (a) a breach of its obligations to provide any of the annual
compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant to the applicable
sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance
of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing
Function Participant pursuant to Section 11.02(c), (c) or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator, the Asset Representations
Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it
to cooperate under the applicable Sub-Servicing Agreement) with the Depositor (and each Other Depositor) as necessary for the Depositor
(and each Other Depositor) to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance
disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicer, the Special
Servicers, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing


 






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Function Participant,
the Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting Party”), (y)
regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s
filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to
such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the
Commission or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless such Affected Reporting
Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
however, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master
Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If
such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or
resolution with the Commission or its staff in a timely manner; provided, that (i) such Affected Reporting Party shall use
reasonable efforts to keep the Depositor informed of its progress with the Commission or its staff and copy the Depositor on all
correspondence with the Commission or its staff and provide the Depositor with the opportunity to participate (at the Depositor’s
expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor shall cooperate with
any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate
directly with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected
Reporting Party and to notify the Commission or its staff of such authorization. The Depositor and the Affected Reporting Party
shall cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension
of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
(including reasonable legal fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than
those costs and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any reports
filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt
of an itemized invoice from the Depositor. Each of the Master Servicer, the Special Servicers, the Operating Advisor, the Custodian,
the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such party to,
comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the


 






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losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
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 Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations
under the applicable sub-servicing or primary 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 Master Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall
(i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Trustee or Certificate Administrator that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with
respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered into a servicing
relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable) cause such party, in
each case, 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 Master Servicer, either Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator.


 


In connection with Deficient
Exchange Act Deliverables, each of the Master Servicer, the Special Servicers, the Custodian and the Trustee and each Affected
Reporting Party shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate
under the applicable Sub-Servicing Agreement), with each Other Depositor (including, without limitation, providing all due diligence
information, reports, written responses, negotiations and coordination) to the same extent as such party is required to cooperate
with the Depositor under this Section 11.12. All respective reasonable out-of-pocket costs and expenses incurred by each
Other Depositor (including reasonable legal fees and expenses of outside counsel to such depositor) in connection with a Deficient
Exchange Act Deliverable (other than those costs and expenses related to participation by such Other Depositor in any telephone
conferences and meetings with the Commission and other costs the Other Depositor must bear pursuant to this Section 11.12)
and any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting
Party to the Other Depositor to the same extent as would be required to be paid to the Depositor under this Section 11.12
upon receipt of an itemized invoice from such Other Depositor.


 


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB 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 Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates required
to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without
Rating Agency Confirmation with respect to the Certificates or, with respect to any


 






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Serviced Companion Loan Securities, without
a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian
or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to GS Mortgage Securities Corporation
II, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com,
with copies to: Peter Morreale, fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318,
email: joe.osborne@gs.com.


 


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master Servicer and the applicable
Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari
Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of the Mortgage
Loan Seller pursuant to the related Co-Lender Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that the Mortgage Loan Seller reasonably
requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation
AB and shall reasonably cooperate with the Mortgage Loan Seller to provide such other information as may be reasonably necessary
to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer and either
Special Servicer understands that such information may be included in the offering material related to a Regulation AB Companion
Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to the final sentence of this sub-section)
to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicers (where such information pertains to the applicable Special Servicer individually
and not to any specific aspect of the applicable Special Servicer’s duties or


 






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obligations under this Agreement), as applicable,
to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a) and (ii) deliver
such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is
paid by the Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect
to the offering material for this securitization by the Master Servicer, the Special Servicers, Trustee or Certificate Administrator,
as the case may be, or their respective counsel, in connection with the information concerning such party in the offering material
related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided
by the Trustee, the Certificate Administrator the Master Servicer or the applicable Special Servicer, as applicable, for inclusion
in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to
the information provided by such party with respect to the offering materials related to this transaction, subject to any required
changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed
to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate
Administrator the Master Servicer or the applicable Special Servicer in connection with the Regulation AB Companion Loan Securitization
shall be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be
a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that
the Mortgage Loan Seller (or permitted transferee or other party designated by the Mortgage Loan Seller, including the Other Depositor)
shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its
rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses
(including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure,
opinion of counsel or indemnification agreement.


 


(b)         
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or
notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required),
cooperate with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion
Loan Securitization in preparing each Form ABS-15G, Form 8-K, Form 10-D and Form 10-K required to be filed by such Regulation AB
Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation
AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide to
such depositor, trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and
Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion
Loan Securitization such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor,
trustee, certificate administrator and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting
requirements of Regulation AB, the Securities Act and the Exchange Act; provided, however, that any parties to any
Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator, the Master Servicer
and the applicable Special


 






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Servicer (and Master Servicer shall consult with any sub-servicer appointed with respect to the related
Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master Servicer and the applicable Special Servicer
shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D reports in the documentation
for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate
Administrator, the Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.15(b).


 


(c)         
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time
a filing is required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or either Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.15(c).


 


(d)         
On or before March 1st of each year commencing in March 2017, during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicers shall, and the Master Servicer and the applicable
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to
a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide, with respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB
Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of
compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a


 






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registered accounting
firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria to the extent
required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c)
of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the applicable Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)         
On or before March 1st of each year commencing in March 2017, during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall, and the Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the applicable
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the
comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such
Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by the Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any Sub-Servicing Agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or


 






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the applicable Special Servicer, as the case may be, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the applicable Special Servicer pursuant to this Section 11.15, even
if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply
with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer or the applicable Special
Servicer, as applicable, no later than two Business Days prior to the date on which the Master Servicer or the applicable Special
Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates pursuant to this
Section 11.15.


 


(g)         
With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified
the Master Servicer and the applicable Special Servicer, as applicable, in writing is a “significant obligor” (within
the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion
Loan, the Master Servicer (with respect to non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced
Loans and REO Properties) shall, after receipt of updated net operating income information, (x) deliver or make available the financial
statements of such “significant obligor” to the Other Master Servicer of such Other Securitization and (y) update the
columns of the CREFC® Loan Periodic Update File related to such “significant obligor” for (i) the next
applicable Distribution Date if the Master Servicer or the applicable Special Servicer, as applicable receives such updated net
operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date
or (ii) the second succeeding Distribution Date if the Master Servicer or the applicable Special Servicer, as applicable, does
not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding
fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent
Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such column references
and field numbers may change from time to time.


 


If the Master Servicer
or the applicable Special Servicer, as applicable, does not receive such financial information of any such “significant obligor”
(identified to it as such by the Other Depositor in accordance with the preceding paragraph) within five (5) Business Days after
the date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer
or the applicable Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization that
includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing Agreement entered into after
receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require
the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer or the applicable Special
Servicer, as applicable, shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing
reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be
delivered by the related Mortgagor under the related Mortgage Loan documents.


 





The Master Servicer or
the applicable Special Servicer, as applicable, shall (and shall cause any related Sub-Servicing Agreement entered into after receipt
of written notice from 



 






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 the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) 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 by the Other Securitization, shall forward an Officer’s Certificate evidencing
its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization.
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 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related
to the Trust.


 


Notwithstanding anything
contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension Notification
pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting requirements of
the Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.


 


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicers shall be
subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof, nor shall any such party
be deemed to not be in compliance under this Agreement, during any grace period provided for in such clause (iii); provided,
that if any such party fails to comply with the requirements of this Article XI by the expiration of any applicable
grace period such failure shall constitute a Servicer Termination Event with respect to such party.


 


Article XII



the asset representations reviewer


 


Section 12.01   
Asset Review.


 


(a)          
On or prior to each Distribution Date, based on the CREFC® Delinquent Mortgage Loan Status Report and/or
the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders, the Controlling Class Representative and each other party
to this Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XII shall
be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing
such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates
and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include
in the Form 10-D relating


 






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to the reporting period in which the Asset Review Trigger occurred the following statement describing
the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans
identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has
occurred”. On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator,
based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Mortgage Loan, (2) any Mortgage Loan has ceased to be a Delinquent Mortgage Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses
(1), (2) and/or (3), deliver written notice of such information (which may be via email) substantially in the
form attached hereto as Exhibit SS within two (2) Business Days of such determination to the Master Servicer, the Special
Servicers, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5.0% of the Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within
ninety (90) days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt
of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
and conduct a solicitation of votes by Certificateholders in accordance with Section 5.10 to authorize an Asset Review.
Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least a majority of the votes casts
but in any event at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an
“Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof
to all parties to this Agreement, the Underwriters, the Mortgage Loan Seller, the Controlling Class Representative and the Certificateholders
(the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall
request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form
attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall grant
the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred
within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or
cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Mortgage Loan
unless and until (A) an additional Mortgage Loan has become a Delinquent Mortgage Loan after the expiration of such 150-day
period, (B) an Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the
Certificate Administrator has timely received an Asset Review Vote Election after the occurrence of the events described in clauses
(A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review
Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the Collection Account. The Certificate


 






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Administrator shall be entitled
to administer any vote in connection with the foregoing through an agent.


 


(b)        
(i)      Upon receipt of an Asset Review Notice, the Custodian (with respect to the following
clauses (1) - (5) for Non-Specially Serviced Mortgage Loans), the Master Servicer (with respect to the following
clause (6) for Non-Specially Serviced Mortgage Loans and the applicable Special Servicer (with respect to Specially Serviced
Mortgage Loans), in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10)
Business Days (except with respect to the following clause (6)) after receipt of such notice from the Certificate
Administrator, provide, or make available, the following materials for each Delinquent Mortgage Loan (in electronic format) to
the Asset Representations Reviewer (collectively, with the Diligence Files, any notice of a breach of a representation or warranty
relating to any Delinquent Mortgage Loan received by the Asset Representations Reviewer from any other party to this Agreement,
a copy of the Prospectus, a copy of the Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)      a copy
of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Mortgage Loan
that is subject to an Asset Review;


 


(2)      a copy
of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(3)      a copy
of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review, if
not already covered pursuant to items (1) or (2) above;


 


(4)      a copy
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;


 


(5)      a copy
of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to
each Delinquent Mortgage Loan that is subject to an Asset Review; and


 


(6)      any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are necessary
in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are that are reasonably requested
by the Asset Representations Reviewer in the time frame and as otherwise described below.


 


(ii)            
In addition, in the event that, as part of an Asset Review of any Delinquent Mortgage Loan, the Asset Representations Reviewer
determines that the Review Materials provided to it with respect to such Delinquent Mortgage Loan are missing any documents required
to complete any Test in connection with an Asset Review of such Delinquent Mortgage Loan, the Asset Representations Reviewer shall
promptly, but in no


 






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event later than ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with
respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage
Loans), as applicable, of such missing documents, and the Master Servicer or the applicable Special Servicer shall promptly, but
in no event later than ten (10) Business Days after receipt of such notification from the Asset Representations Reviewer, deliver
to the Asset Representations Reviewer such missing documents to the extent they are in its possession. In the event any missing
documents are not provided by the Master Servicer or the applicable Special Servicer, as applicable, within such 10-Business Day
period, the Asset Representations Reviewer shall request such documents from the Mortgage Loan Seller; provided that the Mortgage
Loan Seller shall be required under the Mortgage Loan Purchase Agreement to, deliver such additional documents only to the extent
such documents are in the possession of the Mortgage Loan Seller.


 


With respect
to any Delinquent Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being
serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is
being serviced by a Non-Serviced Special Servicer).


 


(iii)          
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to
it by a Person that is not a party to this Agreement or the Mortgage Loan Seller, and shall do so only if such information can
be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by
the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)          
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted
to the Secure Data Room with respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer, as an independent contractor,
shall commence a review of the compliance of each Delinquent Mortgage Loan with the representations and warranties related to
that Delinquent Mortgage Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform
an Asset Review with respect to each representation and warranty made by the Mortgage Loan Seller with respect to such Delinquent
Mortgage Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ (each such procedure,
a “Test”); provided, however, the Asset Representations Reviewer may, but is under no obligation to,
modify any Test and/or associated Review Materials described in Exhibit QQ if, and only to the extent, the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review
Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.


 






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(v)         
The Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials
or (y) if applicable, Unsolicited Information.


 


(vi)         
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii)
conclusively rely on such Review Materials.


 


(vii)        
In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete
a Test and such missing documentation is not delivered to the Asset Representations Reviewer by the Mortgage Loan Seller, the
Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially
Serviced Mortgage Loans) within 10 Business Days upon request described above, the Asset Representations Reviewer shall list such
missing documents in a preliminary report setting forth the preliminary results of the application of the Tests and the reasons
why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that
the absence of such documents shall be deemed to be a failure of such Test (“Preliminary Asset Review Report”).
The Asset Representations Reviewer shall provide such Preliminary Asset Review Report to the Master Servicer or the applicable
Special Servicer, as applicable, and the Mortgage Loan Seller no later than 60 days after the date on which access to the Diligence
Files in the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator. The applicable
Special Servicer, if applicable, may review such Preliminary Asset Review Report and determine whether any information contained
in such Preliminary Asset Review Report shall be labeled as “Privileged Information” and thus be excluded from the
Asset Review Report and Asset Review Report Summary. If the Preliminary Asset Review Report indicates that any of the representations
and warranties fails or is deemed to fail any Test, the Mortgage Loan Seller shall have ninety (90) days from receipt of the Preliminary
Asset Review Report (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any information
and documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation and warranty
has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall be promptly
delivered by the Mortgage Loan Seller to the Asset Representations Reviewer. For the avoidance of doubt, the Asset Representations
Reviewer will not be required to prepare a Preliminary Asset Review Report in the event the asset representations reviewer determines
that there is no Test failure with respect to the related Delinquent Mortgage Loan.


 


(viii)      
The Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the
Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or (y) (ten (10) days after
the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Mortgage Loan and deliver
(i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has
determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the


 






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Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this agreement and the Mortgage Loan Seller and (ii) a summary of the Asset Representations Reviewer’s
conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee and the Certificate
Administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an
additional thirty (30) days, upon written notice to the parties to this Agreement and the Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the
Delinquent Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer
determine whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against
the Mortgage Loan Seller, which, in each case, shall be a responsibility of the Enforcing Servicer, pursuant to Section 2.03
of this Agreement.


 


(ix)          
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested
from the Master Servicer, the applicable Special Servicer or the Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the
Asset Review Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related
Delinquent Mortgage Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any such
documentation from any party to this Agreement.


 


(x)           
Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer
(with respect to Non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced
Mortgage Loans) shall determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect
to such Mortgage Loan. If the Master Servicer or the applicable Special Servicer determines that a Material Defect exists, the
Master Servicer or the applicable Special Servicer, as applicable, shall enforce the obligations of the Mortgage Loan Seller with
respect to such Material Defect in accordance with Section 2.03.


 


(xi)           For
the avoidance of doubt, the Asset Representations Reviewer shall not perform an Asset Review with respect to the Trust Subordinate
Companion Loan at any time.


 


(c)            The Asset Representations Reviewer shall keep any information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to


 






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any Person without the prior
written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception. The Asset Representations
Reviewer shall keep all documents received by the Asset Representations Reviewer in connection with an Asset Review that are provided
by the Mortgage Loan Seller, the Master Servicer and the Special Servicers confidential and shall not disclose such documents except
(i) for purposes of complying with its duties and obligations under this Agreement, (ii) if such documents become generally available
and known to the public other than as a result of a disclosure directly or indirectly by the Asset Representations Reviewer, (iii)
if it is reasonable and necessary for the Asset Representations Reviewer to disclose such documents or information in working with
legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if such documents or information was already known
to the Asset Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if the Asset Representations
Reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document.


 


(d)         
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (1) be affiliated with the Mortgage Loan Seller, the Master Servicer, either Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, a Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)         
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
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 Asset Representations Reviewer under this Agreement from and after the date of such agreement and (C) is not
be a prohibited party under this Agreement; (ii) the Asset Representations


 






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Reviewer will not be released from its obligations under
this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of the Asset
Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated may
not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer will be required to be responsible for
the reasonable costs and expenses of each other party hereto and the Rating Agencies in connection with such transfer. Upon acceptance
of such assignment and delegation, the purchaser or transferee will be required to provide notice to each party to this Agreement
and then will be the successor Asset Representations Reviewer hereunder.


 


(f)          
If any Serviced Companion Loan becomes the subject of a review of representations and warranties “asset review”
(as such term or an analogous term is defined in the related Other Pooling and Servicing Agreement) conducted by an “asset
representations reviewer” (within the meaning of Item 1101(m) of Regulation AB, and such party, the “Other Asset
Representations Reviewer”) pursuant to each Other Pooling and Servicing Agreement, the Master Servicer, the applicable
Special Servicer, the Trustee and the Custodian shall reasonably cooperate with each Other Asset Representations Reviewer in connection
with such asset review by providing such Other Asset Representations Reviewer with any documents reasonably requested by the related
Other Asset Representations Reviewer, but only to the extent such documents are in the possession of the Master Servicer, the applicable
Special Servicer, the Trustee or the Custodian, as the case may be.


 


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)         
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal
to the product of a rate equal to 0.00047% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any
Companion Loan and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)         
Upon the completion of any Asset Review with respect to a Delinquent Mortgage Loan and within 60 days of receipt by the
Mortgage Loan Seller of a written request from the Asset Representations Reviewer, the Asset Representations Reviewer shall be
paid a fee of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Mortgage Loan subject
to an Asset Review with a Cut-off Date Principal Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged
Property with respect to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than
or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect
to a Delinquent Mortgage Loan subject to an Asset Review with a Cut-off Date Principal Balance greater than or equal to $40,000,000
(the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably
anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to
each Delinquent Mortgage Loan shall be paid by the Mortgage Loan Seller; provided, however, that if the Mortgage
Loan Seller


 






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is insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Master Servicer or the applicable Special Servicer, as applicable, of such insolvency;
provided, further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer,
such fee shall remain an obligation of the Mortgage Loan Seller and the Master Servicer or the applicable Special Servicer as applicable,
shall be required to pursue remedies against the Mortgage Loan Seller in accordance with the Servicing Standard in order to seek
recovery of such amounts from the Mortgage Loan Seller or its insolvency estate.


 


(c)         
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage
Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased
by a Mortgage Loan Seller to the extent such fee was not already paid by the Mortgage Loan Seller, and such portion of the Purchase
Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(b).


 


(d)         
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section 12.03   
Resignation of the Asset Representations Reviewer. The
Asset Representations Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof to
the other parties to this Agreement and each Rating Agency. In addition, the Asset Representations Reviewer shall at all times
be an Eligible Asset Representations Reviewer, and shall resign if it fails to be an Eligible Asset Representations Reviewer by
giving written notice to the other parties to this Agreement. Upon such notice of resignation, the Depositor shall promptly appoint
a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset Representations
Reviewer will be effective until a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer
has been appointed and accepted the appointment. If no successor Asset Representations Reviewer shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations
Reviewer may petition any court of competent jurisdiction for the appointment of a successor Asset Representations Reviewer that
is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all costs and expenses of each other
party hereto and each Rating Agency in connection with its resignation and the transfer of its duties.


 


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset


 






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Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer.


 


(a)         
An “Asset Representations Reviewer Termination Event” 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 Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having at least 25% of the Pooled Voting Rights;


 


(ii)          any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material
respect, which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such
failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)        
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same
to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(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 Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)        
the Asset Representations Reviewer 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 Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)        
the Asset Representations Reviewer 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.


 






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Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders in accordance with the notice distribution procedures described
in Section 12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations
Reviewer Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each
and every such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the
Trustee (i) may or (ii) upon the written direction of Holders of Certificates evidencing not less than 25% of the Pooled
Voting Rights (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall, terminate all of the rights
and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations accrued prior to
such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer.
The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this
Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything
herein to the contrary, the Depositor and the Mortgage Loan Seller shall have the right, but not the obligation, to notify the
Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Pooled Voting Rights
(without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (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, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance
with the notice distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Certificates
evidencing more than 75% of a Pooled Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts),
the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other
than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising
out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed
successor. As between the Asset Representations Reviewer, on the one hand, and the 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 Asset Representations
Reviewer. In the event that holders of the certificates evidencing at least 75% of a Pooled Certificateholder Quorum (without regard
to the application of any Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint
a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the transfer
of responsibilities from its predecessor.


 






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(c)         
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicers, the Operating Advisor, the
Certificate Administrator, the Controlling Class Representative, the Directing Holder and each Certificateholder within one Business
Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign under Section 12.03
of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject to and in accordance with this
Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor asset representations reviewer
within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall be permitted to find
a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset representations reviewer
so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer
and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations
hereunder.


 


(d)        
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Mortgage Loan Seller, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Holder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


[End of Article XII]


 



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Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01    
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)           to correct any defect or ambiguity in this Agreement in order to address 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 Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or this Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition, as


 



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evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)        to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long
as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class
of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 


(ix)          to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 



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(x)           to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of the Mortgage Loan Seller, or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)          This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority 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 Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or
which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Holders, as applicable;
or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of the Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if


 



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required under the related Co-Lender
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the applicable Special Servicer will be required to consent to any amendment
hereto without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is
permitted hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted
to the Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.
Furthermore, no amendment to this Agreement may be made that changes in any material adverse respect the rights of the Loan-Specific
Certificates without the consent of such Class and no amendment to this Agreement may be made that changes any provisions specifically
required to be included in this Agreement by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related
Non-Serviced Pari Passu Companion Loan(s).


 


(d)          Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as
applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicers, the
Mortgagors, the Underwriters and the Rating Agencies.


 


(e)          It shall not be necessary for the consent of Certificateholders under this Section 13.01 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 shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)         
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)        
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) shall be borne
by the Person seeking the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests
any amendment of this Agreement in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel
required in connection therewith pursuant to Section 13.01(a) or (c) shall be payable out of the Collection
Account.


 


(h)         The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion


 



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Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)           To the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, the applicable Special Servicer,
the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in
connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


(k)          This Agreement may not be amended without the consent of any holder of a Serviced Companion Loan if such amendment would
materially and adversely affect the rights of such Companion Holder hereunder. With respect to any Serviced Whole Loan, in connection
with any amendment of this Agreement, the party requesting such amendment shall provide written notice (which may be by email)
of such proposed amendment to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other
Securitization no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of
effectiveness of such amendment to this Agreement, the Certificate Administrator shall provide a copy of such amendment in an EDGAR-compatible
format to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization.


 


Section 13.02   
 Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the applicable Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially
and beneficially affects the interests of the Certificateholders.


 


(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


 



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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.


 


(c)          The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03    
Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)         
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, 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 from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)          No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, any Co-Lender Agreement, any Mortgage Loan or Trust
Subordinate Companion Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or
under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator
a written notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit,
action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates
of any Class evidencing not less than 25% of the related Percentage Interests in such Class shall 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 indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood
and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one
or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the
Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein,
or to enforce any right under this Agreement or the Certificates,


 



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except in the manner herein or therein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c),
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04    
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.


 


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


 


Section 13.05     
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Seller) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Seller, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 



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In the case of the Depositor:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com


 


with a copy to:



Peter Morreale

200 West Street

New York, New York 10282

Fax number: (212) 902-3000

Email: peter.morreale@gs.com


 


and


 


Joe Osborne

200 West Street

New York, New York 10282

Fax number: (212) 291-5318

Email: joe.osborne@gs.com


 


In the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association, 

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP 


1201 Walnut Street 


Suite 2900 


Kansas City, Missouri 64106-2150 


Fax Number: (816) 412-9338 


Attention: Kenda K. Tomes 


Email: kenda.tomes@stinson.com


 






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In the case of the General Special
Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;


 

Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;


 

Adam Singer

facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com


 


In the case of the 540 West
Madison Special Servicer



Trimont Real Estate Advisors, LLC

One Alliance Center 


3500 Lenox Road, Suite G1 


Atlanta, GA 30326 


Attention: Special Servicing 


Email: CMBS_Servicing@Trimontrea.com


 


with copies to:



Alston & Bird LLP

2828 N. Harwood, Suite 1800

Dallas, Texas 75201

Attention: Patrick Sargent

Email: Patrick.Sargent@Alston.com


 


In the case of the Controlling
Class Representative:



RREF Debt III AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 






     -467-


     


    

 


with a copy to:



RREF Debt III AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


In the case of the Trustee:



Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services
(CMBS) 


GS Mortgage Securities Trust 2016-GS3 




with a copy to:


 


E-Mail: cts.cmbs.bond.admin@wellsfargo.com,
and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In the case of the Certificate
Administrator:




 


Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services
(CMBS) 


GS Mortgage Securities Trust 2016-GS3 


Telecopy Number: (410) 715-2380


 


with a copy to:


 


E-Mail: cts.cmbs.bond.admin@wellsfargo.com,
and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In the case of the Mortgage Loan
Seller:



Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com


 






     -468-


     


    

 


with a copy to:



Peter Morreale

200 West Street

New York, New York 10282

Fax number: (212) 902-3000

Email: peter.morreale@gs.com


 


and


 


Joe Osborne

200 West Street

New York, New York 10282

Fax number: (212) 291-5318

Email: joe.osborne@gs.com


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC 


375 N. French Road, Suite 100 


Amherst, New York 14228 


Attention: Don Simon, Chief Operating
Officer 


With a copy sent via email to: don.simon@pentalphasurveillance.com
and notices@pentalphasurveillance.com


 


with a copy to:



Bass, Berry & Sims PLC 


150 Third Avenue South 


Suite 2800 


Nashville, Tennessee 37201 


Attention: Jay H. Knight 


Email: jknight@bassberry.com


 


In the case of any mezzanine
lender:



The address set forth in the related Co-Lender Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)         
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies
shall deliver such written notice of the events or


 



     -469-


     


    

 


information specified in Section 3.13(c) to the Rating Agencies
at the address listed below, promptly following the occurrence thereof. The Master Servicer or the applicable Special Servicer,
the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably
requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense;
provided, however, that such other information is first provided to the 17g-5 Information Provider in accordance
with the procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider
shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such
notices or copies shall not constitute a 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 


55 Water Street, 41st Floor 


New York, New York 10041 


Attention: Commercial Mortgage
Surveillance Manager 


Email: cmbs_info_17g5@standardandpoors.com


 


Moody’s Investors Service,
Inc. 


7 World Trade Center 


250 Greenwich Street 


New York, New York 10007 


Attention: Commercial Mortgage
Surveillance Group 


E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc. 


33 Whitehall Street

New York, New York 10004 


Attention: Commercial Mortgage
Backed Securities Surveillance 


Facsimile No.: (212) 635-0295 


E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc. 


845 Third Avenue, 4th Floor 


New York, New York 10022 


Attention: CMBS Surveillance 


Facsimile No.: (646) 731-2395


 


Section 13.06      Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 



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Section 13.07     
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Mortgage Loans and the Trust Subordinate Companion Loan pursuant to this Agreement shall constitute a sale
and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor
intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.
The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee
(in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and to the assets
comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Subordinate Companion Loan, all principal
and interest received or receivable with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date),
all amounts held from time to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the
Interest Reserve Account and, if established, the applicable REO Account, and all reinvestment earnings on such amounts, and all
of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related
to such Mortgage Loans and the Trust Subordinate Companion Loan and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 13.07 shall constitute notice to the Trustee pursuant to any of the requirements
of the applicable UCC.


 


Section 13.08     
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure
to the benefit of the Certificateholders. The Mortgage Loan Seller (and its agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser is an intended
third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including,
without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)         
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder and each Other Master Servicer shall be entitled to enforce the rights of the Serviced Companion Noteholder under
this Agreement and the related Co-Lender Agreement. Each of the Other Servicers, the Other Certificate Administrators and the Other
Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation,
reimbursement or indemnification of such Other Servicer, Other Certificate Administrator and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer, Other Certificate Administrator or Other Trustee.


 


(c)          Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights
as specifically provided for herein and under the applicable Non-Serviced Co-Lender Agreement.


 






     -471-


     


    

 


(d)          Subject to Section 2.03(i)(ii), and Section 2.03(j)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(i) through
Section 2.03(m).


 


Section 13.09    
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10    
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)           any material change or amendment to this Agreement;


 


(ii)          the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)         the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer
or either Special Servicer; and


 


(iv)         the repurchase or substitution of Mortgage Loans by the Mortgage Loan Seller pursuant to Section 6 of the Mortgage
Loan Purchase Agreement.


 


(b)         
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)           the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)          any change in the location of the Collection Account;


 


(iii)         any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any change in the lien priority of any Mortgage Loan or Trust Subordinate Companion Loan with respect to an assumption
of the Mortgage Loan or Trust Subordinate Companion Loan or additional encumbrance described in Section 3.08;


 


(v)          any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties
for any Mortgage Loan or Trust Subordinate Companion Loan with a Stated Principal Balance that is equal to or greater than the
lesser of (1) an amount greater than 5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)         any material damage to any Mortgaged Property;


 



     -472-


     


    

 





 


(vii)        any assumption with respect to a Mortgage Loan or Trust Subordinate Companion Loan; and


 


(viii)       any release or substitution of any Mortgaged Property.


 


(c)          The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The Trustee, the Certificate Administrator, the Master Servicer and either Special Servicer, as applicable, shall furnish
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan and each Trust Subordinate Companion Loan (other than any Non-Serviced
Mortgage Loan) such information as any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator,
the Master Servicer or Special Servicers, can reasonably provide in accordance with applicable law and without waiving any attorney-client
privilege relating to such information or violating the terms of this Agreement or any Mortgage Loan or Trust Subordinate Companion
Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and either Special Servicer, as applicable, may
include any reasonable disclaimer it deems appropriate with respect to such information. Notwithstanding anything to the contrary
herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies to the Rating
Agencies with respect to any of the above listed items. In connection with the delivery by the Master Servicer or either Special
Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information
Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or the applicable Special Servicer when
such information, report, notice or document has been posted. The Master Servicer or the applicable Special Servicer, as applicable,
may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency following
the earlier of (a) receipt of such notice from the 17g-5 Information Provider and (b) two Business Days following delivery to the
17g-5 Information Provider.


 


Section 13.11    
Cooperation with the Mortgage Loan Seller with Respect to Rights Under the Loan Agreements. It is expressly agreed
and understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the Mortgage
Loan Seller get the benefit of any securitization indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor,
Master Servicer, the Special Servicer and Trustee hereby agree to reasonably cooperate with the Mortgage Loan Seller at the sole
reasonable expense of such Mortgage Loan Seller with respect to the benefits of the provisions of any section of a loan agreement
or securitization cooperation agreement related to indemnification of the lender and/or its affiliates with respect to any securitization
of the related Mortgage Loan, including, without limitation, reassignment to the Mortgage Loan Seller of such sections, but no
other portion of the Mortgage Loan documents, to permit the Mortgage Loan Seller and its respective affiliates to enforce such
provisions for their respective benefits; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee
shall be


 



     -473-


     


    

 


required to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms
and provisions of this Agreement or the Mortgage Loan documents, would adversely affect any Certificateholder, would cause any
Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes,
or would result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under this
Section 13.11, such document shall be in form and substance reasonably acceptable to the Trustee.


 


Section 13.12     
PNC Bank, National Association.


 


PNC Bank, National Association,
by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees
that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations
set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 






     -474-


     


    

  


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


	 	 	 
	 	GS MORTGAGE SECURITIES CORPORATION II, Depositor
	 	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title: Chief Executive Officer
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title: Senior Vice President
	 	 	 
	 	RIALTO CAPITAL ADVISORS, LLC, General Special Servicer
	 	 	 
	 	By:	/s/ Cheryl Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title: Chief Financial Officer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Michael J. Baker
	 	 	Name: Michael J. Baker
	 	 	Title: Vice President



 


 


 


GS 2016-GS3 POOLING AND SERVICING AGREEMENT






     


     

    

 


	 	 	 
	 	TRIMONT REAL ESTATE ADVISORS, LLC 540 West Madison Special Servicer
	 	 	 
	 	By:	/s/ Brian P. Ward
	 	 	Name:  Brian P. Ward
	 	 	Title: Authorized Signatory
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Michael J. Baker
	 	 	Name:  Michael J. Baker
	 	 	Title: Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name:  James Callahan
	 	 	Title: Executive Director and Solely as an Authorized Signatory
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, Operating Advisor
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name:  James Callahan
	 	 	Title: Executive Director and Solely as an Authorized Signatory






 


 


GS 2016-GS3 POOLING AND SERVICING AGREEMENT





     


     

    




 


 


	STATE OF NEW YORK  	   )
	 	   )  ss.:
	COUNTY OF NEW YORK 	   )


On the
__ day of September, 2016, before me, a notary public in and for said State, personally appeared Leah Nivison known to me to
be a CEO of GS Mortgage Securities Corporation II, that executed the within instrument, and also known to me to be the person
who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within
instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	/s/ Artrisa Y. Williams
	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	5/24/2017	 	 
	 	 	 
	ARTRISA Y. WILLIAMS	 	 
	Notary Public, State of New York	 	 
	No. 01WI6124039	 	 
	Qualified in New York County	 	 
	Commission Expires May 24, 2017	 	 
	 	 	 



 






    
GS 2016-GS3: POOLING AND SERVICING AGREEMENT
	 	 	 



     

    





 



 


 


	STATE OF KANSAS 	)
	 	)  ss.:
	COUNTY OF JOHNSON      	)


On the
15th day of September, 2016, before me, a notary public in and for said State, personally appeared David A. Eckels known to
me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, and also known to me
to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	/s/ Brent Kinder
	 	Notary Public
	 	 	 
	 	 	BRENT KINDER
	 	 	NOTARY PUBLIC – State of Kansas
	 	 	My Appt. Exp. January 30, 2016
	 	 	 



 






    
GS 2016-GS3: POOLING AND SERVICING AGREEMENT
	 	 	 



     

    


 



 


 


	STATE OF FLORIDA 	)
	 	)  ss.:
	COUNTY OF MIAMI-DADE      	)


On
the __ day of September, 2016, before me, a notary public in and for said State, personally appeared Cheryl Baizan,
who is personally known to me to be a Chief Financial Officer of Rialto Capital Advisors, LLC, that executed the
within instrument, and also known to me to be the person who executed it on behalf of such limited liability company,
and acknowledged to me that such limited liability company executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 
	 	/s/ Lori Buckler 
	 	Notary Public
	 	 	 
	[SEAL]	 	LORI BUCKLER
	 	 	NOTARY PUBLIC, STATE OF FLORIDA
	My commission expires:	 	MY
                                         COMMISSION EXPIRES

                                                                                February
                                         2, 2018

	 	 	#FF 059264
	 	 	Bonded thru Notary Public Underwriters



 






    
GS 2016-GS3: POOLING AND SERVICING AGREEMENT
	 	 	 



     

    






 





	STATE OF GEORGIA 	)
	 	)  ss.:
	COUNTY OF FULTON      	)


On the 15
day of September, 2016, before me, a notary public in and for said State, personally appeared Brian P. Ward known to me to be an
Authorized Signatory of Trimont Real Estate Advisors, LLC, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such limited liability company, and acknowledged to me that such limited liability company
executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	COLLEEN ROMANO	 	 
	NOTARY PUBLIC	/s/ Colleen Romano
	FAYETTE COUNTY	Notary Public
	GEORGIA	 	 
	EXPIRES Sept. 3, 2019	[SEAL]	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	September
    3, 2019	 	 



 


 


 


 






    
GS 2016-GS3: POOLING AND SERVICING AGREEMENT
	 	 	 



     

    


 


	STATE OF Connecticut 	)
	 	)  ss.:
	COUNTY OF Fairfield      	)


On the 16th
day of September, 2016, before me, a notary public in and for said State, personally appeared James Callahan known to me to be
an Executive of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me to be the person who executed
it on behalf of such limited liability company, and acknowledged to me that such limited liability company executed the within
instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Melonie S. Williams
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	My commission expires: 7/31/2019	 	 
	 	 	 
	MELONIE S. WILLIAMS	 	 
	Notary Public	 	 
	Connecticut	 	 
	My Commission Expires July 31, 2019	 	 
	 	 	 


 


 









    
GS 2016-GS3: POOLING AND SERVICING AGREEMENT
	 	 	 



     

    







 


	State of: Maryland	)
	 	)  ss:
	County of: Howard	)


On the
15th day of September, 2016, before me, a notary public in and for said State, personally appeared Michael Baker, known to me
to be a Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument, and also know
to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed
the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	/s/
    Amy Martin
	 	 	Notary
    Public
	 	 	 
	 	 	 
	 	 	AMY MARTIN
	 	 	NOTARY PUBLIC
	 	 	ANNE ARUNDEL COUNTY
	 	 	MARYLAND
	 	 	My Commission Expires 2-22-2017






    
GS 2016-GS3: POOLING AND SERVICING AGREEMENT
	 	 	 



     

    




	State of: Maryland	)
	 	)  ss:
	County of: Howard	)


On
the 15th day of September, 2016, before me, a notary public in and for said State, personally appeared Michael Baker, known
to me to be a Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument, and
also know to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	/s/
    Amy Martin
	 	 	Notary
    Public
	 	 	 
	 	 	 
	 	 	AMY MARTIN
	 	 	NOTARY PUBLIC
	 	 	ANNE ARUNDEL COUNTY
	 	 	MARYLAND
	 	 	My Commission Expires 2-22-2017









    
GS 2016-GS3: POOLING AND SERVICING AGREEMENT
	 	 	 



     

    




	STATE OF Connecticut 	)
	 	)  ss.:
	COUNTY OF Fairfield      	)


On the 16th
day of September, 2016, before me, a notary public in and for said State, personally appeared James Callahan known to me to be
an Executive of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me to be the person who executed
it on behalf of such limited liability company, and acknowledged to me that such limited liability company executed the within
instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.





	 	 	/s/ Melonie S. Williams
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	My commission expires: 7/31/2019	 	 
	 	 	 
	MELONIE S. WILLIAMS	 	 
	Notary Public	 	 
	Connecticut	 	 
	My Commission Expires July 31, 2019	 	 
	 	 	 




 






    
GS 2016-GS3: POOLING AND SERVICING AGREEMENT
	 	 	 



     

    






 





EXECUTION VERSION 


 


EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS A-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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE 540 WEST
MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 






 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.






 






    A-1-1 


     

    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    A-1-2 


     

    

 


	
        PASS-THROUGH RATE: 1.429%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1
CERTIFICATES AS OF THE CLOSING DATE: $28,475,000
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.:  36251PAA2

         

        ISIN NO.:  US36251PAA21

         

        COMMON CODE NO.:  149963022

         

        CERTIFICATE NO.: [A-1-1]




 






    A-1-3 


     

    

 


CLASS
A-1 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


gs
mortgage securities corporation ii


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among GS MORTGAGE
SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West Madison Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the GS Mortgage
Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-1-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and
the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate


 






    A-1-5 


     

    

 


for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)             to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


 


(ii)            to cause
the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other
provisions therein or to correct any error;


 


(iii)           to change
the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)           to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-1-6 


     

    

 


(v)            to modify, eliminate
or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing
Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall
not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)           to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)          to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)         to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)           to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)            to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 






    A-1-7 


     

    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority 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 Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)             reduce in
any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion Loan
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)            reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)           adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)           change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)            amend the
Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Co-Lender Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-1-8 


     

    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement 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, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust
Subordinate Companion Loan.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-1-9 


     

    






 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-1-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-1-12 


     

    

 


EXHIBIT
A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


CLASS A-2


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS A-2


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE 540 WEST
MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 











 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.







 






    A-2-1 


     

    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-2-2 


     

    

 


	
        PASS-THROUGH RATE: 2.484%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2
        CERTIFICATES AS OF THE CLOSING DATE: $77,052,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: trimont real estate ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAB0

         

        ISIN NO.: US36251PAB04

         

        COMMON CODE NO.: 149962913

         

        CERTIFICATE NO.: [A-2-1]

         




 






    A-2-3 


     

    

 


CLASS
A-2 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among GS MORTGAGE
SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West Madison Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-2-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and
the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate


 






    A-2-5 


     

    

 


for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)             to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


 


(ii)            to cause
the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other
provisions therein or to correct any error;


 


(iii)           to change
the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)           to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-2-6 


     

    

 


(v)            to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)           to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)          to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)         to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)           to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)            to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 






    A-2-7 


     

    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority 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 Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)             reduce in
any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion Loan
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)            reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)           adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)           change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)            amend the
Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Co-Lender Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-2-8 


     

    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement 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, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust
Subordinate Companion Loan.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-2-9 


     

    






 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-2-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-2-12 


     

    

 


EXHIBIT
A-3


 


FORM OF CLASS A-3 CERTIFICATE


 


CLASS A-3


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS A-3


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE 540 WEST
MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 


 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 


    A-3-1 


     

    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-3-2 


     

    

 


	
        PASS-THROUGH RATE: 2.592%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3
        CERTIFICATES AS OF THE CLOSING DATE: $265,000,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAC8

         

        ISIN NO.: US36251PAC86

         

        COMMON CODE NO.: 149962859

         

        CERTIFICATE NO.: [A-3-1] 




 






    A-3-3 


     

    

 


CLASS
A-3 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS MORTGAGE
SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among GS MORTGAGE
SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West Madison Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-3-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and
the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate


 






    A-3-5 


     

    

 


for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)             to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


 


(ii)            to cause
the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other
provisions therein or to correct any error;


 


(iii)           to change
the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)           to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-3-6 


     

    

 


(v)            to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 



(vi)           to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)          to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)         to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)           to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)            to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 






    A-3-7 


     

    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority 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 Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)             reduce in
any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion Loan
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)            reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)           adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)           change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)            amend the
Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Co-Lender Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-3-8 


     

    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement 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, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust
Subordinate Companion Loan.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-3-9 


     

    






 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-3-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-12 


     

    

 


EXHIBIT
A-4


 


FORM OF CLASS A-4 CERTIFICATE


 


CLASS A-4


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS A-4


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE 540 WEST
MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 








 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.







 







    A-4-1 


     

    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-4-2 


     

    

 


	
        PASS-THROUGH RATE: 2.850%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-4
        CERTIFICATES AS OF THE CLOSING DATE: $320,243,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAD6

         

        ISIN NO.: US36251PAD69

         

        COMMON CODE NO.: 149962794

         

        CERTIFICATE NO.: [A-4-1] 




 






    A-4-3 


     

    

 


CLASS
A-4 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS MORTGAGE
SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among GS MORTGAGE
SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West Madison Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-4-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and
the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate


 






    A-4-5 


     

    

 


for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)             to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


 


(ii)            to cause
the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other
provisions therein or to correct any error;


 


(iii)           to change
the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)           to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-4-6 


     

    

 


(v)            to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)           to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)          to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)         to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)           to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)            to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 






    A-4-7 


     

    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority 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 Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)             reduce in
any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion Loan
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)            reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)           adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)           change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)            amend the
Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Co-Lender Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-4-8 


     

    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement 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, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust
Subordinate Companion Loan.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-4-9 


     

    






 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-4-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-4-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-4-12 


     

    

 


EXHIBIT
A-5


 


FORM OF CLASS A-AB CERTIFICATE


 


CLASS A-AB


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS A-AB


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE 540 WEST
MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 

 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.





 






    A-5-1 


     

    

 


NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 






    A-5-2 


     

    

 


	
        PASS-THROUGH RATE: 2.777%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-AB
        CERTIFICATES AS OF THE CLOSING DATE: $57,066,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAE4

         

        ISIN NO.: US36251PAE43

         

        COMMON CODE NO.: 149962743

         

        CERTIFICATE NO.: [A-AB-1] 




 






    A-5-3 


     

    

 


CLASS
A-AB CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-AB Certificates issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among
GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-AB Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-5-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-AB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and
the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate


 






    A-5-5 


     

    

 


for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-AB Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)             to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


 


(ii)            to cause
the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other
provisions therein or to correct any error;


 


(iii)           to change
the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)           to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-5-6 


     

    

 


(v)            to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)           to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)          to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)         to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)           to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)            to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 






    A-5-7 


     

    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority 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 Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)             reduce in
any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion Loan
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)            reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case without
the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)           adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)           change
in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)            amend the
Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Co-Lender Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-5-8 


     

    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates are retired
and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement 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, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust
Subordinate Companion Loan.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-5-9 


     

    






 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS A-AB
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-5-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-5-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-5-12 


     

    

 



EXHIBIT
A-6


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS X-A


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


[THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4
AND CLASS A-AB CERTIFICATES AND THE CLASS A-S REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 





 



 


1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
    Book-Entry Certificate legend.



 






    A-6-1


    	 



    

  


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 CODE.


 


 






    A-6-2


    	 



    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT3

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $841,316,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAF1

         

        ISIN NO.: US36251PAF18

         

        COMMON CODE NO.: 149962662

         

        CERTIFICATE NO.: [X-A-1] [X-A-2]






 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 1.285443953%.








 






    A-6-3


    	 



    




 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-A Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-6-4


    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-6-5


    	 



    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-6-6


    	 



    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






    A-6-7


    	 



    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-6-8


    	 



    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-6-9


    	 



    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-6-10


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-6-11


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-6-12


    	 



    




 





EXHIBIT A-7


 


FORM OF CLASS X-B CERTIFICATE


 


CLASS X-B


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS X-B


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


[THIS CLASS X-B CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 





 



 


1
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
    Book-Entry Certificate legend.




 






    A-7-1


    	 



    

 


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 CODE.


 






    A-7-2


    	 



    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT3

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $53,417,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAG9

         

        ISIN NO.: US36251PAG90

         

        COMMON CODE NO.: 149962590

         

        CERTIFICATE NO.: [X-B-1]

         





 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 0.605167571%.


 






    A-7-3


    	 



    

 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-B Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-7-4


    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-7-5


    	 



    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-7-6


    	 



    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






    A-7-7


    	 



    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-7-8


    	 



    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-7-9


    	 



    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-7-10


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-7-11


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-7-12


    	 



    

 








EXHIBIT A-8


 


FORM OF CLASS X-D CERTIFICATE


 


CLASS X-D


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY 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 POOLING 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 BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 


1
  Temporary Regulation S Book-Entry Certificate legend.


 


2
  Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
  Book-Entry Certificate legend.  


 






    A-8-1


    	 



    

 


[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 COME WITHIN 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 X-D CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


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 CODE.


 






    A-8-2


    	 



    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES
        AS OF THE CLOSING DATE: $53,417,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAP9

                      36251PAQ7

                              U04057AB8

         

        ISIN NO.: US36251PAP99

                          US36251PAQ72

                          USU04057AB87

         

        COMMON CODE NO.: 149961577

         

        CERTIFICATE NO.: [X-D-1][X-D-S-1]

         






 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 1.380167571%.


 






    A-8-3


    	 



    

 


CLASS X-D
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-D Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-8-4


    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-8-5


    	 



    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






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(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






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Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-8-8


    	 



    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 












    A-8-9


    	 



    

 


 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-8-10


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-8-11


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-8-12


    	 



    

  





EXHIBIT A-9


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS A-S


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 





 



 


1
  Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
  Book-Entry Certificate legend.



 






    A-9-1


    	 



    

 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES AS AND TO THE EXTENT SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-9-2


    	 



    




 





	
        PASS-THROUGH RATE: 3.143%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $93,480,000. The
        Aggregate Initial Certificate BALANCE of the Class A-S         Certificates represents the maximum aggregate Certificate
        BALANCE of the Class A-S Certificates (without giving effect to any exchanges         for other Exchangeable Certificates or
        any issuance of the Class PEZ Certificates).

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAH7

         

        ISIN NO.: US36251PAH73

         

        COMMON CODE NO.: 149962557

         

        CERTIFICATE NO.: [A-S-1] 






 






    A-9-3


    	 



    

 


CLASS A-S
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-S Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
beneficial ownership of 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. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-9-4


    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-9-5


    	 



    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is


 






    A-9-6


    	 



    

 


necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






    A-9-7


    	 



    

 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that


 






    A-9-8


    	 



    

 


order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-9-9


    	 



    




  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-9-10


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-9-11


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-9-12


    	 



    

  





EXHIBIT
A-10


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS B


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 







 



 


1     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Book-Entry Certificate legend.



 






    A-10-1


    	 



    

 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES AND the
Class A-S Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class A-S Regular Interest, the Class
A-S and Class PEZ certificates) AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-10-2


    	 



    




 





	
        PASS-THROUGH RATE: THE LESSER OF 3.395% AND THE WEIGHTED AVERAGE
        NET MORTGAGE RATE

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS B CERTIFICATES AS OF THE CLOSING DATE: $53,417,000. The
        Aggregate Initial Certificate BALANCE of the Class B         Certificates represents the maximum aggregate Certificate
        BALANCE of the Class B Certificates (without giving effect to any exchanges         for other Exchangeable Certificates or
        any issuance of the Class PEZ Certificates).

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAJ3

         

        ISIN NO.: US36251PAJ30

         

        COMMON CODE NO.: 149962492

         

        CERTIFICATE NO.: [B-1] 






 






    A-10-3


    	 



    

 


CLASS B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
beneficial ownership of 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. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-10-4


    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinae Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-10-5


    	 



    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is


 






    A-10-6


    	 



    

 


necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






    A-10-7


    	 



    

 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that


 






    A-10-8


    	 



    

 


order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-10-9


    	 



    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-10-10


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-10-11


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-10-12


    	 



    

 


EXHIBIT
A-11


 


FORM OF CLASS PEZ CERTIFICATE


 


CLASS PEZ


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS PEZ


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT
TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 





 



 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.





 






    A-11-1 


     


    

 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES AND the
Class A-S Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class A-S Regular Interest, the Class
A-S and Class PEZ certificates), the Class B Regular Interest (and, correspondingly, to the extent evidencing an interest in the
Class B Regular Interest, the Class B and Class PEZ certificates) AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


 




    A-11-2 


     


    
 

	
        PASS-THROUGH RATE: N/A. THE CLASS PEZ CERTIFICATES WILL BE ENTITLED
        TO RECEIVE THE SUM OF THE INTEREST DISTRIBUTABLE ON THE PERCENTAGE INTERESTS OF THE CLASS A-S, CLASS B AND CLASS C REGULAR INTERESTS
        REPRESENTED BY THE CLASS PEZ CERTIFICATES

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER
        13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS PEZ CERTIFICATES AS OF THE CLOSING DATE: $192,301,000. The
        Aggregate Initial Certificate BALANCE of the         Class PEZ Certificates is equal to the aggregate of the maximum
        initial Certificate BALANCEs of the Class A-S, Class B and         Class C Certificates (without giving effect to any
        exchanges for other Exchangeable Certificates), representing the maximum Certificate         BALANCE of the Class PEZ
        Certificates that could be issued in an exchange.

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAK0

         

        ISIN NO.: US36251PAK03

         

        COMMON CODE NO.: 149962450

         

        CERTIFICATE NO.: [PEZ-1]

         

	 	 	 


 


    A-11-3 


     


    

 


CLASS PEZ
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class PEZ Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class PEZ Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
beneficial ownership of multiple “regular interests” 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. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-11-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class PEZ Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-11-5 


     


    

 


for
registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class PEZ Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for other Exchangeable Certificates,
pursuant to the procedures set forth in the Pooling and Servicing agreement.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of


 






    A-11-6 


     


    

 


any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






    A-11-7 


     


    

 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that


 






    A-11-8 


     


    

 


order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of
the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of
the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-11-9 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS PEZ CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-11-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-11-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-11-12 


     


    

 


EXHIBIT
A-12


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS C


 


[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.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION 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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT.


 





 



 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.





 






    A-12-1 


     


    

 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A AND CLASS X-B CERTIFICATES AND the
Class A-S Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class A-S Regular Interest, the Class
A-S and Class PEZ certificates) and the Class B Regular Interest (and, correspondingly, to the extent evidencing an interest in
the Class B Regular Interest, the Class B and Class PEZ certificates) AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    A-12-2 


     


    
 

	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE
        3

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER
        13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
        CERTIFICATES AS OF THE CLOSING DATE: $45,404,000. The Aggregate Initial
        Certificate BALANCE of the Class C         Certificates represents the maximum aggregate Certificate BALANCE of the
        Class C Certificates (without giving effect to any exchanges         for other Exchangeable Certificates or any issuance of
        the Class PEZ Certificates).

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAL8

         

        ISIN NO.: US36251PAL85

         

        COMMON CODE NO.: 149962441

         

        CERTIFICATE NO.: [C-1]



 


 



 


3
 The initial approximate Pass-Through Rate as of the Closing Date is 4.000167571%.


 


    A-12-3 


     


    
 

CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
beneficial ownership of 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. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-12-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-12-5 


     


    

 


for
registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable
Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the
procedures set forth in the Pooling and Servicing Agreement.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is


 






    A-12-6 


     


    

 


necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






    A-12-7 


     


    

 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that


 






    A-12-8 


     


    

 


order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of
the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of
the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-12-9 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-12-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-12-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-12-12 


     


    

  


EXHIBIT
A-13


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY 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 POOLING 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 BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 





		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.





 






    A-13-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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 COME WITHIN 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 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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS PEZ AND CLASS
C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    A-13-2 


     


    
 

	
        PASS-THROUGH RATE: 2.620%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER
        13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D
        CERTIFICATES AS OF THE CLOSING DATE: $53,417,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.:  36251PAM6

        36251PAN4 

         U04057AA0

         

        ISIN NO.: US36251PAM68 

         US36251PAN42 

         USU04057AA05

         

        COMMON CODE NO.: 149962433

         

        CERTIFICATE NO.: [D-1] [D-S-1]

         

	 	 	 


 


    A-13-3 


     


    
 

CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-13-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 






    A-13-5 


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of


 






    A-13-6 


     


    

 


any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






    A-13-7 


     


    

 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






    A-13-8 


     


    

 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-13-9 


     


    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-13-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-13-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-13-12 


     


    



EXHIBIT A-14


 


FORM OF CLASS E CERTIFICATE


 


CLASS E


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY 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 POOLING 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 BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 





		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.





 






    A-14-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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 COME WITHIN 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 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 (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A 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 SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE


 






    A-14-2 


     


    

 


CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS PEZ,
CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    A-14-3 


     


    
 

	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE
        4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER
        13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE

        OF THE CLASS E CERTIFICATES AS OF THE CLOSING DATE: $24,038,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.:  36251PAR5

        36251PAS3

        U04057AC6

         

        ISIN NO.: US36251PAR55

        US36251PAS39 

        USU04057AC60

         

        COMMON CODE NO.: 149961534

         

        CERTIFICATE NO.: [E-1] [E-S-1]

         

	 	 	 





 



 





4
 The initial approximate Pass-Through Rate as of the Closing Date is 4.000167571%.


 


    A-14-4 


     


    

 


CLASS
E CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate CompanionLoan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class E Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-14-5 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 






    A-14-6 


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of


 






    A-14-7 


     


    

 


any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 






    A-14-8 


     


    

 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






    A-14-9 


     


    

 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-14-10 


     


    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-14-11 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-14-12 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-14-13 


     


    

 


EXHIBIT
A-15


 


FORM OF CLASS F CERTIFICATE


 


CLASS F


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY 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 POOLING 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 BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 





		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.





 






    A-15-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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 COME WITHIN 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 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 (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A 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 SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE


 






    A-15-2 


     


    

 


CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS PEZ, CLASS
C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    A-15-3 


     


    
 

	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE
RATE 4 

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER
        13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS F
        CERTIFICATES AS OF THE CLOSING DATE: $10,683,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAT1 

        36251PAU8 

        U04057AD4

         

        ISIN NO.: US36251PAT12 

        US36251PAU84 

        USU04057AD44

         

        COMMON CODE NO.: 149961518

         

        CERTIFICATE NO.: [F-1] [F-S-1]

         

	 	 	 





 



 


4
 The initial approximate Pass-Through Rate as of the Closing Date is 4.000167571%.


 


    A-15-4 


     


    

 


CLASS
F CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class F Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class F Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-15-5 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-15-6 


     


    

 


for
registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-15-7 


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






    A-15-8 


     


    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-15-9 


     


    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-15-10 


     


    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-15-11 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-15-12 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-15-13 


     


    

 



EXHIBIT A-16


 


FORM OF CLASS G CERTIFICATE


 


CLASS G


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY 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 POOLING 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 BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 






 


1       Temporary Regulation S Book-Entry
Certificate legend.


 


2       Legend required
as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3       Book-Entry Certificate
legend.





 






    A-16-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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 COME WITHIN 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 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 (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A 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 SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE


 






    A-16-2


     


    

 


CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS PEZ, CLASS
C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]


 






    A-16-3


     


    

 





	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS G
        CERTIFICATES AS OF THE CLOSING DATE: $40,063,502

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAV6 

        36251PAW4 

        U04057AE2

         

        ISIN NO.:     US36251PAV67 

        US36251PAW41 

        USU04057AE27

         

        COMMON CODE NO.: 149961496

         

        CERTIFICATE NO.: [G-1] [G-S-1] 






 





 



 





4  The
initial approximate Pass-Through Rate as of the Closing Date is 4.0001676%.


 











    A-16-4


     


    

 


CLASS
G CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class G Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class G Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-16-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class G Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-16-6


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class G Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-16-7


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






    A-16-8


     


    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-16-9


     


    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-16-10


     


    












 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-16-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-16-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-16-13


     


    

 


EXHIBIT
A-17


 


FORM OF CLASS WM-A CERTIFICATE


 


CLASS WM-A


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS WM-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY 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 POOLING 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 BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


 



 


1       Temporary Regulation S Book-Entry
Certificate legend.


 


2       Legend required
as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3      Book-Entry Certificate
legend.













 






    A-17-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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 COME WITHIN 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 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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE TRUST SUBORDINATE COMPANION
LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE TRUST
SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE 540 WEST MADISON PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-17-2


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE
POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        WM-A CERTIFICATES AS OF THE CLOSING DATE: $24,346,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAZ7 

        36251PBA1 

        U04057AG7

         

        ISIN NO.:     US36251PAZ71 

        US36251PBA12 

        USU04057AG74

         

        COMMON CODE NO.: 149961470

         

        CERTIFICATE NO.: [WM-A-1] [WM-A-S-1] 






 





 



 





4  The
initial approximate Pass-Through Rate as of the Closing Date is 3.601244885%.


 











    A-17-3


     


    

 


CLASS
WM-A CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class WM-A Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class WM-A Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-17-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class WM-A Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate Companion Loan,
all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-17-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class WM-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-17-6


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






    A-17-7


     


    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-17-8


     


    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-17-9


     


    









 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS WM-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-17-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-17-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-17-12


     


    

 





EXHIBIT
A-18


 


FORM OF CLASS WM-B CERTIFICATE


 


CLASS WM-B


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS WM-B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY 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 POOLING 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 BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE 


 





 



 





1       Temporary Regulation
S Book-Entry Certificate legend.


 


2       Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3       Book-Entry
Certificate legend.





 






    A-18-1


     


    

 


LOANS NOR THE TRUST SUBORDINATE COMPANION
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 POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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 COME WITHIN 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 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 CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE TRUST SUBORDINATE COMPANION
LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE TRUST
SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS WM-A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-18-2


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        WM-B CERTIFICATES AS OF THE CLOSING DATE: $29,862,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PBD5 

        36251PBE3 

        U04057AJ1

         

        ISIN NO.:     US36251PBD50 

        US36251PBE34 

        USU04057AJ14

         

        COMMON CODE NO.: 149960686

         

        CERTIFICATE NO.: [WM-B-1] [WM-B-S-1] 






 





 






 








4  The
initial approximate Pass-Through Rate as of the Closing Date is 3.601244885%.








  






    A-18-3


     


    

 


CLASS
WM-B CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class WM-B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class WM-B Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-18-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class WM-B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate Companion Loan,
all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-18-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class WM-B Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-18-6


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






    A-18-7


     


    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-18-8


     


    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-18-9


     


    




 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS WM-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-18-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-18-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-18-12


     


    

 





EXHIBIT A-19


 


FORM OF CLASS X-WM CERTIFICATE


 


CLASS X-WM


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS X-WM


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY 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 POOLING 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 BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 






 


1       Temporary Regulation
S Book-Entry Certificate legend.


 


2       Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3       Book-Entry
Certificate legend.










 






    A-19-1


     


    

 


[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 COME WITHIN 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 X-WM CERTIFICATE HAS NO
PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS WM-A OR CLASS WM-B CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-WM CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON
THE TRUST SUBORDINATE COMPANION LOAN. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW.]


 


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 CODE.


 






    A-19-2


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE
POOLING AND SERVICING AGREEMENT4

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-WM CERTIFICATES
        AS OF THE CLOSING DATE: $54,208,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PBB9 

        36251PBC7 

        U04057AH5

         

        ISIN NO.:     US36251PBB94 

        US36251PBC77 

        USU04057AH57

         

        COMMON CODE NO.: 149960660

         

        CERTIFICATE NO.: [X-WM-1] 






 





 



 








4  The
initial approximate Pass-Through Rate as of the Closing Date is 0.000%.


  








    A-19-3


     


    

 


CLASS X-WM
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-WM Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Notional Amount of the Class X-WM Certificates. The Certificates are designated as the GS MORTGAGE
SECURITIES TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, 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 interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-19-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-WM Pass-Through Rate specified above on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans and the Trust Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate Companion Loan,
all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and the Trust Subordinate Companion Loan and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-19-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-WM Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-19-6


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
 to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status
of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to
any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






    A-19-7


     


    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund,


 






    A-19-8


     


    

 


and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-19-9


     


    







 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-WM CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-19-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-19-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-19-12


     


    

 


EXHIBIT
A-20


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


GS
MORTGAGE SECURITIES TRUST 2016-GS3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-GS3, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSOR, THE MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
540 WEST MADISON SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS
REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION 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, (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


 






    A-20-1


     


    

 


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 COME WITHIN 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 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
(WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATIONS SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS
CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN THREE “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 CERTIFICATE, BY ACCEPTANCE HEREOF,
IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS
THAT ARE NOT U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE PSA, 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 SECTION 860E(e)(5) OF THE CODE, 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. TAX 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. THIS CERTIFICATE
REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E 1(c), AND THEREFORE,
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.]


 






    A-20-2


     


    

 





	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 13, 2016

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        540
        WEST MADISON SPECIAL SERVICER: TRIMONT REAL ESTATE ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
         PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 36251PAX2 

        36251PAY0 

        U04057AF9

         

        ISIN NO.:     US36251PAX24 

        US36251PAY07 

        USU04057AF91 

        CERTIFICATE NO.: R-1 

	 	 	 	 	 
	 	 	 	 	 

                           










    A-20-3


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a subordinate
interest in one trust subordinate companion loan (the “Trust Subordinate Companion Loan”), all payments on or
collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts
as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the REO Accounts, formed and sold by


 


GS
MORTGAGE SECURITIES CORPORATION II


 


THIS CERTIFIES THAT [n]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary
of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES
TRUST 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in three “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates 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) for each Trust REMIC, and the Certificate
Administrator is hereby irrevocably appointed and shall perform all the duties of the “tax matters person” and the
“partnership representative” of each Trust REMIC.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is


 






    A-20-4


     


    

 


registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement 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 in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either


 






    A-20-5


     


    

 


(including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or
or using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify
the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of
any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any
Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached
to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee,
in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee
is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and
that it agrees to be bound by and to abide by the provisions of Section 5.03(n) of the Pooling and Servicing Agreement; (C) notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual
knowledge or reason to believe that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person
or any Agent of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree
(1) not to transfer its Ownership Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit
and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”)
certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements
in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 






    A-20-6


     


    

 


(iv)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Holder determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any


 






    A-20-7


     


    

 


material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations
of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority 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 Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate
Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder or Holder of the Loan-Specific Certificates, in any such case
without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable;
or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Co-Lender Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer, the General Special Servicer nor the 540 West Madison Special Servicer will be required to consent to any amendment
to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the
effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied
and that such amendment or the exercise of any power granted to the Master Servicer, the General


 






    A-20-8


     


    

 


Special Servicer, the 540 West
Madison Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in an Adverse REMIC Event or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the General Special Servicer or the 540 West Madison Special Servicer, as applicable, the Master Servicer
or the Holders of the Class R Certificates may, in that order of priority, at their option, upon no less than 60 days’ prior
written notice given to the Trustee, the Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund, and
thereby effect termination of the Trust and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
are retired and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
R Certificates)), the Sole Certificateholder shall have the right, provided, the Master Servicer is paid a fee equal to
(i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the
Class X Certificates and Class R Certificates) as of the date of the exchange and (z) three, divided by (ii) 360, to exchange all
of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement 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,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans
or the Trust Subordinate Companion Loan.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-20-9


     


    






 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-20-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-20-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-20-12


     


    

 





 


EXECUTION VERSION


  


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 



    B-1 


     

    




 




 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Borrower
    Name	 	Address	 	City	 	State	 	County	 	Zip
    Code
	1	 	3,
    4	 	65OZ85	 	10
    Hudson Yards	 	Legacy
    Yards Tenant LP	 	10
    Hudson Yards	 	New
    York	 	New
    York	 	New
    York	 	10001
	2	 	5,
    6, 7, 8	 	9049V6	 	540
    West Madison	 	540
    West Madison Owner LLC	 	540
    West Madison Street	 	Chicago	 	Illinois	 	Cook	 	60661
	3	 	8,
    9, 10, 11	 	4F3745	 	U.S.
    Industrial Portfolio	 	UB
    (Hannibal), LLC, UB (TA-Sacramento), LLC, UB (TA-Arvada), LLC, UB (Builders First Source), LLC, UB (TA-Pensacola), LLC, UB
    (TA-Tallahassee), LLC, UB (TA-Savannah), LLC, UB (Jade-Illinois), LLC, UB (Set-North Vernon), LLC, UB (MVP-Mayfield), LLC,
    UB (Paragon Tech), LLC, UB (Progressive Metal), LLC, UB (SET-New Boston), LLC, UB (Hover-Davis), LLC, UB (Banner Services),
    LLC, UB (Jade-Ohio), LLC, UB (Easley Custom Plastics), LLC, UB (MVP-Charleston), LLC, UB (TA-Corpus Christi), LLC, UB (Texas
    Die Casting), LLC, UB II (New WinCup-AZ), LLC, UB II (Santa Fe), LLC, UB II (Sitel), LLC, UB II (Plaid-Decatur), LLC, UB II
    (Plaid-Norcross), LLC, UB II (New WinCup-GA), LLC, UB II (Northwest Mailing), LLC, UB II (Ainslie), LLC, UB II (UP-166th St),
    LLC, UB II (UP-Armory), LLC, UB II (WFC), LLC, UB II (Lyons), LLC, UB II (MP Pumps), LLC, UB II (PTI), LLC, UB II (Microfinish),
    LLC, UB II (Oracle), LLC, UB II (Aramsco), LLC, UB II (Angstrom), LLC and UB II (Fitz), LLC	 	 	 	 	 	 	 	 	 	 
	3.01	 	 	 	4F3745	 	Hannibal	 	 	 	3851
    and 3855 Santa Fe Avenue and 2226, 2230, 2240, 2250 and 2332 East 38th Street	 	Vernon	 	California	 	Los
    Angeles	 	90058
	3.02	 	 	 	4F3745	 	Kraco	 	 	 	2411
    and 2415 North Santa Fe Avenue, 419, 439, 505, 507, 514, 520, 531 and 537 East Euclid Avenue and 430 East Carlin Avenue	 	Compton	 	California	 	Los
    Angeles	 	90222
	3.03	 	 	 	4F3745	 	New
    WinCup - Phoenix	 	 	 	7980
    West Buckeye Road	 	Tolleson	 	Arizona	 	Maricopa	 	85353
	3.04	 	 	 	4F3745	 	Worlds
    Finest Chocolates	 	 	 	4825
    South Lawndale Avenue	 	Chicago	 	Illinois	 	Cook	 	60632
	3.05	 	 	 	4F3745	 	SET
    - MI	 	 	 	36211
    South Huron Road	 	Huron
    Township	 	Michigan	 	Wayne	 	48164
	3.06	 	 	 	4F3745	 	Plaid
    - Decatur	 	 	 	2331
    Mellon Court	 	Decatur	 	Georgia	 	Dekalb	 	30035
	3.07	 	 	 	4F3745	 	Oracle
    Packaging	 	 	 	220
    Polo Road	 	Winston-Salem	 	North
    Carolina	 	Forsyth	 	27105
	3.08	 	 	 	4F3745	 	TestAmerica
    - West SAC	 	 	 	880
    Riverside Parkway	 	West
    Sacramento	 	California	 	Yolo	 	95605
	3.09	 	 	 	4F3745	 	TestAmerica
    - Arvada	 	 	 	4955
    Yarrow Street	 	Arvada	 	Colorado	 	Jefferson	 	80002
	3.1	 	 	 	4F3745	 	Northwest
    Mailing Service	 	 	 	5401-5501
    West Grand Avenue	 	Chicago	 	Illinois	 	Cook	 	60639
	3.11	 	 	 	4F3745	 	Lyons	 	 	 	11301-11401
    Electron Drive	 	Louisville	 	Kentucky	 	Jefferson	 	40299
	3.12	 	 	 	4F3745	 	Wilbert
    Plastics	 	 	 	2930
    Greenville Highway	 	Easley	 	South
    Carolina	 	Pickens	 	29640
	3.13	 	 	 	4F3745	 	Angstrom
    Graphics	 	 	 	4437
    East 49th Street	 	Cuyahoga
    Heights	 	Ohio	 	Cuyahoga	 	44125
	3.14	 	 	 	4F3745	 	New
    WinCup - Stone Mountain	 	 	 	4600-4680
    Lewis Road	 	Stone
    Mountain	 	Georgia	 	Dekalb	 	30083
	3.15	 	 	 	4F3745	 	Universal
    Pool - Armory	 	 	 	300
    West Armory Drive	 	South
    Holland	 	Illinois	 	Cook	 	60473
	3.16	 	 	 	4F3745	 	Jade-Sterling
    - IL	 	 	 	5100
    West 73rd Street and 7201 South Leamington Avenue	 	Bedford
    Park	 	Illinois	 	Cook	 	60638
	3.17	 	 	 	4F3745	 	Plaid
    - Norcross	 	 	 	3225
    Westech Drive	 	Norcross	 	Georgia	 	Gwinnett	 	30092
	3.18	 	 	 	4F3745	 	Phillips
    and Temro	 	 	 	9700
    West 74th Street	 	Eden
    Prairie	 	Minnesota	 	Hennepin	 	55344
	3.19	 	 	 	4F3745	 	TestAmerica
    - Savannah	 	 	 	5102
    LaRoche Avenue	 	Savannah	 	Georgia	 	Chatham	 	31404
	3.2	 	 	 	4F3745	 	Hover-Davis	 	 	 	100
    Paragon Drive	 	Rochester	 	New
    York	 	Monroe	 	14624
	3.21	 	 	 	4F3745	 	Jade-Sterling
    - OH	 	 	 	200
    Francis D Kenneth Drive and 2300 East Aurora Road	 	Twinsburg
    and Aurora	 	Ohio	 	Summit
    and Portage	 	44087
    and 44202
	3.22	 	 	 	4F3745	 	Fitz
    Aerospace	 	 	 	6625
    Iron Horse Boulevard	 	North
    Richland Hills	 	Texas	 	Tarrant	 	76180
	3.23	 	 	 	4F3745	 	MVP
    Charleston	 	 	 	1031
    LeGrand Boulevard	 	Charleston	 	South
    Carolina	 	Berkeley	 	29492
	3.24	 	 	 	4F3745	 	Paragon
    Tech	 	 	 	5775
    East Ten Mile Road	 	Warren	 	Michigan	 	Macomb	 	48091
	3.25	 	 	 	4F3745	 	Aramsco
    and Bulls Eye	 	 	 	1480
    Grandview Avenue	 	West
    Deptford Township	 	New
    Jersey	 	Gloucester	 	8066
	3.26	 	 	 	4F3745	 	Shale-Inland	 	 	 	9500,
    9521, 9545-9555 Ainslie Street and 9550 Kelvin Lane	 	Schiller
    Park	 	Illinois	 	Cook	 	60176
	3.27	 	 	 	4F3745	 	M.P.
    Pumps	 	 	 	34800
    Bennett Drive	 	Fraser	 	Michigan	 	Macomb	 	48026
	3.28	 	 	 	4F3745	 	TestAmerica
    - Pensacola	 	 	 	3355
    McLemore Drive	 	Pensacola	 	Florida	 	Escambia	 	32514
	3.29	 	 	 	4F3745	 	Microfinish	 	 	 	4001
    Gratiot Avenue and 3981 Sarpy Avenue	 	St.
    Louis	 	Missouri	 	Saint
    Louis City	 	63110
	3.3	 	 	 	4F3745	 	MVP
    Mayfield	 	 	 	112
    Industrial Road	 	Mayfield	 	Kentucky	 	Graves	 	42066
	3.31	 	 	 	4F3745	 	Builders
    FirstSource	 	 	 	1602
    Industrial Park Drive	 	Plant
    City	 	Florida	 	Hillsborough	 	33566
	3.32	 	 	 	4F3745	 	Banner	 	 	 	17382
    Foltz Parkway	 	Strongsville	 	Ohio	 	Cuyahoga	 	44149
	3.33	 	 	 	4F3745	 	SET
    - IN	 	 	 	1
    Steel Way	 	North
    Vernon	 	Indiana	 	Jennings	 	47265
	3.34	 	 	 	4F3745	 	Progressive
    Metal	 	 	 	1200,
    1300 & 1460 Channing Avenue	 	Ferndale	 	Michigan	 	Oakland	 	48220
	3.35	 	 	 	4F3745	 	Universal
    Pool - 166th	 	 	 	2
    West 166th Street	 	South
    Holland	 	Illinois	 	Cook	 	60473
	3.36	 	 	 	4F3745	 	SITEL	 	 	 	1417
    North Magnolia Avenue	 	Ocala	 	Florida	 	Marion	 	34475
	3.37	 	 	 	4F3745	 	TestAmerica
    - Tallahassee	 	 	 	2846
    Industrial Plaza Drive	 	Tallahassee	 	Florida	 	Leon	 	32301
	3.38	 	 	 	4F3745	 	Texas
    Die Casting	 	 	 	600
    South Loop 485	 	Gladewater	 	Texas	 	Gregg	 	75647
	3.39	 	 	 	4F3745	 	TestAmerica
    - Corpus Christi	 	 	 	1733
    North Padre Island Drive	 	Corpus
    Christi	 	Texas	 	Nueces	 	78408
	4	 	8,
    12	 	05A5V0	 	The
    Falls	 	The
    Falls Shopping Center Associates LLC	 	8888
    Southwest 136th Street	 	Miami	 	Florida	 	Miami-Dade	 	33176
	5	 	13	 	4W04K9	 	Hamilton
    Place	 	Hamilton
    Place CMBS, LLC	 	2100
    Hamilton Place Boulevard	 	Chattanooga	 	Tennessee	 	Hamilton	 	37421
	6	 	14	 	4F37K9	 	Panorama
    Corporate Center	 	East
    Panorama Associates, LLC	 	7630
    and 7670 South Chester Street and 9200, 9401, 9501 and 9601 East Panorama Circle	 	Centennial	 	Colorado	 	Arapahoe	 	80112
	7	 	15	 	4FOAY1	 	Veritas
    Multifamily Pool 1	 	100
    Broderick, LLC, 1020 Post Street, LLC, 106 Sanchez, LLC, 1126 Bush Street, LLC, 124 Mason Street Property, LLC, 1260 Broadway
    Street, LLC, 1440 Sutter Street, LLC, 1500-1514 Geneva Avenue, LLC, 1520 Gough Street, LLC, 1547 Clay Street, LLC, 1656 Leavenworth
    Street, LLC, 1660 Bay Street, LLC, 1690 North Point, LLC, 

1753 Mason Street, LLC, 1801 Gough Street, LLC, 1840 Clay Street,
    LLC, 1855 10th Avenue, LLC, 2038 Divisadero Street, LLC, 2238 Hyde Street, LLC, 2363 Van Ness Avenue, LLC, 2500 Van Ness Avenue,
    LLC, 2600 Van Ness Avenue, LLC, 2975 Van Ness Avenue, LLC, 3210 Gough Street, LLC, 325 9th Avenue, LLC, 3264-3274 Mission
    Street, LLC, 

340 Church Street, LLC, 346 Leavenworth Street, LLC, 355 Fulton Street, LLC, 3715 California Street, LLC, 400
    Duboce, LLC, 411 15th Avenue, LLC, 449 O’Farrell Street, LLC, 4540 California Street, LLC, 50 Joice Street, LLC, 500-506 Bartlett
    Street, LLC, 520 Buchanan Street, LLC, 540 Leavenworth, LLC, 601 O’Farrell, LLC, 621 Stockton, LLC, 

655 Stockton Street, LLC,
676 Geary Street, LLC, 691 O’Farrell Street, LLC, 709 Geary Street, LLC, 755 O’Farrell Street, LLC, 840 California Street,
    LLC, 845 California Street, LLC, 915 Pierce, LLC, 925 Geary, LLC, 950 B14 DE, LLC, FEL Properties B14 DE, LLC and LSL Properties
    B14 DE, LLC	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.01	 	 	 	4FOAY1	 	645
    Stockton Street	 	 	 	645
    Stockton Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	7.02	 	 	 	4FOAY1	 	400
    Duboce Avenue	 	 	 	400
    Duboce Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94117
	7.03	 	 	 	4FOAY1	 	950
    Franklin Street	 	 	 	950
    Franklin Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.04	 	 	 	4FOAY1	 	1340-1390
    Taylor Street	 	 	 	1340-1390
    Taylor Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	7.05	 	 	 	4FOAY1	 	601
    O’Farrell Street	 	 	 	601
    O’Farrell Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.06	 	 	 	4FOAY1	 	2677
    Larkin Street	 	 	 	2677
    Larkin Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.07	 	 	 	4FOAY1	 	1801
    Gough Street	 	 	 	1801
    Gough Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.08	 	 	 	4FOAY1	 	845
    California Street	 	 	 	845
    California Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	7.09	 	 	 	4FOAY1	 	1290
    20th Avenue	 	 	 	1290
    20th Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94122
	7.1	 	 	 	4FOAY1	 	78
    Buchanan Street	 	 	 	78
    Buchanan Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	7.11	 	 	 	4FOAY1	 	1870
    Pacific Avenue	 	 	 	1870
    Pacific Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.12	 	 	 	4FOAY1	 	500
    Stanyan Street	 	 	 	500
    Stanyan Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94117
	7.13	 	 	 	4FOAY1	 	540
    Leavenworth Street	 	 	 	540
    Leavenworth Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.14	 	 	 	4FOAY1	 	1401
    Jones Street	 	 	 	1401
    Jones Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.15	 	 	 	4FOAY1	 	676
    Geary Street	 	 	 	676
    Geary Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	7.16	 	 	 	4FOAY1	 	100
    Broderick Street	 	 	 	100
    Broderick Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94115
	7.17	 	 	 	4FOAY1	 	2075
    Market Street	 	 	 	2075
    Market Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94114
	7.18	 	 	 	4FOAY1	 	621
    Stockton Street	 	 	 	621
    Stockton Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	7.19	 	 	 	4FOAY1	 	1660
    Bay Street	 	 	 	1660
    Bay Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94123
	7.2	 	 	 	4FOAY1	 	655
    Stockton Street	 	 	 	655
    Stockton Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	7.21	 	 	 	4FOAY1	 	2238
    Hyde Street	 	 	 	2238
    Hyde Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.22	 	 	 	4FOAY1	 	2600
    Van Ness Avenue	 	 	 	2600
    Van Ness Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.23	 	 	 	4FOAY1	 	355
    Fulton Street	 	 	 	355
    Fulton Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	7.24	 	 	 	4FOAY1	 	1520
    Gough Street	 	 	 	1520
    Gough Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.25	 	 	 	4FOAY1	 	1126
    Bush Street	 	 	 	1126
    Bush Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.26	 	 	 	4FOAY1	 	1547
    Clay Street	 	 	 	1547
    Clay Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.27	 	 	 	4FOAY1	 	840
    California Street	 	 	 	840
    California Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	7.28	 	 	 	4FOAY1	 	925
    Geary Street	 	 	 	925
    Geary Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.29	 	 	 	4FOAY1	 	691
    O’Farrell Street	 	 	 	691
    O’Farrell Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Borrower
    Name	 	Address	 	City	 	State	 	County	 	Zip
    Code
	7.3	 	 	 	4FOAY1	 	2363
    Van Ness Avenue	 	 	 	2363
    Van Ness Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.31	 	 	 	4FOAY1	 	1840
    Clay Street	 	 	 	1840
    Clay Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.32	 	 	 	4FOAY1	 	1020
    Post Street	 	 	 	1020
    Post Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.33	 	 	 	4FOAY1	 	2975
    Van Ness Avenue	 	 	 	2975
    Van Ness Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.34	 	 	 	4FOAY1	 	755
    O’Farrell Street	 	 	 	755
    O’Farrell Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.35	 	 	 	4FOAY1	 	106
    Sanchez Street	 	 	 	106
    Sanchez Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94114
	7.36	 	 	 	4FOAY1	 	709
    Geary Street	 	 	 	709
    Geary Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.37	 	 	 	4FOAY1	 	1440
    Sutter Street	 	 	 	1440
    Sutter Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.38	 	 	 	4FOAY1	 	1690
    North Point	 	 	 	1690
    North Point	 	San
    Francisco	 	California	 	San
    Francisco	 	94123
	7.39	 	 	 	4FOAY1	 	1753
    Mason Street	 	 	 	1753
    Mason Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94133
	7.4	 	 	 	4FOAY1	 	915
    Pierce Street	 	 	 	915
    Pierce Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94115
	7.41	 	 	 	4FOAY1	 	520
    Buchanan Street	 	 	 	520
    Buchanan Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	7.42	 	 	 	4FOAY1	 	3210
    Gough Street	 	 	 	3210
    Gough Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94123
	7.43	 	 	 	4FOAY1	 	124
    Mason Street	 	 	 	124
    Mason Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	7.44	 	 	 	4FOAY1	 	50
    Joice Street	 	 	 	50
    Joice Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	7.45	 	 	 	4FOAY1	 	2038
    Divisadero Street	 	 	 	2038
    Divisadero Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94115
	7.46	 	 	 	4FOAY1	 	340
    Church Street	 	 	 	340
    Church Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94114
	7.47	 	 	 	4FOAY1	 	411
    15th Avenue	 	 	 	411
    15th Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94118
	7.48	 	 	 	4FOAY1	 	1855
    10th Avenue	 	 	 	1855
    10th Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94122
	7.49	 	 	 	4FOAY1	 	1260
    Broadway Street	 	 	 	1260
    Broadway Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.5	 	 	 	4FOAY1	 	449
    O’Farrell Street	 	 	 	449
    O’Farrell Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	7.51	 	 	 	4FOAY1	 	235
    Church Street	 	 	 	235
    Church Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94114
	7.52	 	 	 	4FOAY1	 	4540
    California Street	 	 	 	4540
    California Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94118
	7.53	 	 	 	4FOAY1	 	2500
    Van Ness Avenue	 	 	 	2500
    Van Ness Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.54	 	 	 	4FOAY1	 	346
    Leavenworth Street	 	 	 	346
    Leavenworth Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	7.55	 	 	 	4FOAY1	 	3264-3274
    Mission Street	 	 	 	3264-3274
    Mission Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94110
	7.56	 	 	 	4FOAY1	 	3715
    California Street	 	 	 	3715
    California Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94118
	7.57	 	 	 	4FOAY1	 	325
    9th Avenue	 	 	 	325
    9th Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94118
	7.58	 	 	 	4FOAY1	 	1656
    Leavenworth Street	 	 	 	1656
    Leavenworth Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	7.59	 	 	 	4FOAY1	 	252-258
    Church Street	 	 	 	252-258
    Church Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94114
	7.6	 	 	 	4FOAY1	 	500-506
    Bartlett Street	 	 	 	500-506
    Bartlett Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94110
	7.61	 	 	 	4FOAY1	 	1500-1514
    Geneva Avenue	 	 	 	1500-1514
    Geneva Avenue	 	San
    Francisco	 	California	 	San
    Francisco	 	94112
	8	 	16	 	05EDQ4	 	Hilton
    Irvine	 	18800
    MacArthur HMEJ LLC	 	18800
    MacArthur Boulevard	 	Irvine	 	California	 	Orange	 	92612
	9	 	 	 	4W1GF5	 	Laredo
    Industrial Portfolio	 	9575,
    LLC, Card Border, LLC and Southwest Fidelity, LLC	 	 	 	 	 	 	 	 	 	 
	9.01	 	 	 	4W1GF5	 	11302
    Eastpoint Drive Buildings A-C	 	 	 	11302
    Eastpoint Drive Buildings A-C	 	Laredo	 	Texas	 	Webb	 	78045
	9.02	 	 	 	4W1GF5	 	417
    Union Pacific Boulevard	 	 	 	417
    Union Pacific Boulevard	 	Laredo	 	Texas	 	Webb	 	78045
	9.03	 	 	 	4W1GF5	 	11909
    Hayter Road	 	 	 	11909
    Hayter Road	 	Laredo	 	Texas	 	Webb	 	78045
	9.04	 	 	 	4W1GF5	 	505
    Union Pacific Boulevard	 	 	 	505
    Union Pacific Boulevard	 	Laredo	 	Texas	 	Webb	 	78045
	9.05	 	 	 	4W1GF5	 	418
    Union Pacific Boulevard	 	 	 	418
    Union Pacific Boulevard	 	Laredo	 	Texas	 	Webb	 	78045
	9.06	 	 	 	4W1GF5	 	11921
    Hayter Road	 	 	 	11921
    Hayter Road	 	Laredo	 	Texas	 	Webb	 	78045
	10	 	 	 	653AG0	 	Eagle
    View Apartments	 	EAB
    DMM 2, LLC	 	84
    Silver Maple Ridge	 	Charleston	 	West
    Virginia	 	Kanawha	 	25306
	11	 	17	 	7QV1W8	 	Embassy
    Suites Raleigh-Durham Research Triangle	 	Tucson
    Cary, LLC	 	201
    Harrison Oaks Boulevard	 	Cary	 	North
    Carolina	 	Wake	 	27513
	12	 	 	 	4WSSK2	 	Cool
    Springs Commons	 	Cool
    Springs Commons Office, LLC	 	7100
    Commerce Way	 	Brentwood	 	Tennessee	 	Williamson	 	37027
	13	 	18	 	TBD	 	Middletown
    Commons	 	Middletown
    Investment Partners, LLC	 	13301
    and 13401 Shelbyville Road	 	Louisville	 	Kentucky	 	Jefferson	 	40223
	14	 	19,
    20	 	TBD	 	Shoppes
    at Rio Grande	 	Edinburg
    SRGV, LLC	 	590
    East Trenton Road	 	Edinburg	 	Texas	 	Hidalgo	 	78539
	15	 	17,
    21, 22	 	6A1BKB-	 	Embassy
    Suites Portland Airport	 	Tucson
    Portland LLC	 	7900
    Northeast 82nd Avenue	 	Portland	 	Oregon	 	Multnomah	 	97220
	16	 	23,
    24, 25	 	4F0B20	 	Residence
    Inn and SpringHill Suites North Shore	 	North
    Shore Hospitality Associates, LP and General Robinson Associates, L.P.	 	 	 	 	 	 	 	 	 	 
	16.01	 	 	 	4F0B20	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	223
    Federal Street	 	Pittsburgh	 	Pennsylvania	 	Allegheny	 	15212
	16.02	 	 	 	4F0B20	 	Residence
    Inn Pittsburgh North Shore	 	 	 	574
    West General Robinson Street	 	Pittsburgh	 	Pennsylvania	 	Allegheny	 	15212
	17	 	26	 	4FOB38	 	Veritas
    Multifamily Pool 2	 	SF
    1050 Post Street, LLC, SF 1301 Leavenworth Street, LLC, SF 267 Green Street, LLC, SF 2898 Jackson Street, LLC, SF 3783 20th
    Street, LLC, SF 3809 20th Street, LLC, 

SF 3820 Scott Street, LLC, SF 434 Leavenworth Street, LLC, SF 600 Oak Street, LLC,
    SF 685 Geary Street, LLC, SF 701 Taylor Street, LLC, SF 814 California Street, LLC, SF 861 Post Street, LLC and SF 947 Bush
    Street, LLC	 	 	 	 	 	 	 	 	 	 
	17.01	 	 	 	4FOB38	 	701
    Taylor Street	 	 	 	701
    Taylor Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	17.02	 	 	 	4FOB38	 	1301
    Leavenworth Street	 	 	 	1301
    Leavenworth Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	17.03	 	 	 	4FOB38	 	947
    Bush Street	 	 	 	947
    Bush Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	17.04	 	 	 	4FOB38	 	685
    Geary Street	 	 	 	685
    Geary Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	17.05	 	 	 	4FOB38	 	3809
    20th Street	 	 	 	3809
    20th Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94114
	17.06	 	 	 	4FOB38	 	434
    Leavenworth Street	 	 	 	434
    Leavenworth Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94102
	17.07	 	 	 	4FOB38	 	1050
    Post Street	 	 	 	1050
    Post Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	17.08	 	 	 	4FOB38	 	814
    California Street	 	 	 	814
    California Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94108
	17.09	 	 	 	4FOB38	 	267-273
    Green Street	 	 	 	267-273
    Green Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94133
	17.1	 	 	 	4FOB38	 	2898
    Jackson Street	 	 	 	2898
    Jackson Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94115
	17.11	 	 	 	4FOB38	 	3820
    Scott Street	 	 	 	3820
    Scott Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94123
	17.12	 	 	 	4FOB38	 	600
    Oak Street	 	 	 	600
    Oak Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94117
	17.13	 	 	 	4FOB38	 	861
    Post Street	 	 	 	861
    Post Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94109
	17.14	 	 	 	4FOB38	 	3783
    20th Street	 	 	 	3783
    20th Street	 	San
    Francisco	 	California	 	San
    Francisco	 	94110
	18	 	 	 	05EDL5	 	Luton
    Ranch	 	Luton
    Ranch SC, LP	 	3850
    and 3902 East US Highway 377	 	Granbury	 	Texas	 	Hood	 	76049
	19	 	 	 	4W34T4	 	345
    West 14th Street	 	New
    345 LLC	 	345
    West 14th Street	 	New
    York	 	New
    York	 	New
    York	 	10014
	20	 	 	 	905TJ8	 	Lincoln
    Corners	 	Rancho
    Harlingen Corners, LLC	 	2109-2221
    West Lincoln Street	 	Harlingen	 	Texas	 	Cameron	 	78552
	21	 	 	 	05EE26	 	South
    Congress	 	78704
    Partners Ltd.	 	1400
    South Congress Avenue and 1407 Eva Street	 	Austin	 	Texas	 	Travis	 	78704
	22	 	 	 	4W1GN8	 	South
    Valley Plaza	 	CP6SV,
    LLC	 	6900-6986
    Chestnut Street	 	Gilroy	 	California	 	Santa
    Clara	 	95020
	23	 	18	 	TBD	 	Strong
    Station	 	Nance
    Road Investment Partners, LLC	 	7504
    Highway 72 West	 	Huntsville	 	Alabama	 	Madison	 	35758
	24	 	 	 	TBD	 	Rancho
    La Costa	 	Rancho
    So, LLC	 	7730,
    7740 and 7750 Rancho Santa Fe Road	 	Carlsbad	 	California	 	San
    Diego	 	92009
	25	 	 	 	90AUP1	 	Grand
    Blanc Industrial	 	7075
    South Dort Highway LLC	 	7075
    South Dort Highway	 	Grand
    Blanc	 	Michigan	 	Genesee	 	48439
	26	 	 	 	7QUX05	 	Pecos
    Legacy Center	 	Legacy
    Retail LLC and CK Pecos LLC	 	2556-2584
    Wigwam Parkway	 	Henderson	 	Nevada	 	Clark	 	89074
	27	 	18	 	TBD	 	Crossings
    of Hoover	 	Hoover
    Investment Partners, LLC	 	5180
    and 5250 Medford Drive	 	Hoover	 	Alabama	 	Shelby	 	35244
	28	 	17	 	7QV2V9	 	Capitol
    Plaza Hotel Topeka	 	Tucson
    Topeka LLC	 	1717
    Southwest Topeka Boulevard	 	Topeka	 	Kansas	 	Shawnee	 	66612
	29	 	 	 	4W5G25	 	Cumberland
    Taylorsville Portfolio	 	Taylorsville
    (Taylorsville) WMB, LLC and Cookeville (Cumberland) WMB, LLC	 	 	 	 	 	 	 	 	 	 
	29.01	 	 	 	4W5G25	 	Cumberland
    Station	 	 	 	768
    South Jefferson Avenue	 	Cookeville	 	Tennessee	 	Putnam	 	38501
	29.02	 	 	 	4W5G25	 	Taylorsville
    Shopping Center	 	 	 	817
    NC Highway 16 South	 	Taylorsville	 	North
    Carolina	 	Alexander	 	28681
	30	 	18	 	TBD	 	Vestavia
    Commons	 	Vestavia
    Hills Investment Partners, LLC	 	1031
    Montgomery Highway	 	Vestavia
    Hills	 	Alabama	 	Jefferson	 	35216
	31	 	 	 	6A1BKB	 	James
    Building	 	DEW
    James, LLC	 	735
    Broad Street	 	Chattanooga	 	Tennessee	 	Hamilton	 	37402
	32	 	 	 	4WK5X6	 	Ralston
    Plaza Shopping Center	 	Ralston
    Plaza Shopping Center LLC	 	6410-6490
    Ward and 12325-12399 Ralston Road	 	Arvada	 	Colorado	 	Jefferson	 	80004
	33	 	 	 	653EC5	 	River
    Ridge Shopping Center	 	Clemmons
    River Ridge, LLC	 	1410-1456
    River Ridge Drive	 	Clemmons	 	North
    Carolina	 	Forsyth	 	27012
	34	 	 	 	4W3ZV5	 	Central
    Parc at Heathrow	 	Central
    Parc at Heathrow, LLC	 	910-920
    International Parkway	 	Lake
    Mary	 	Florida	 	Seminole	 	32746


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Mortgage
    Loan Rate (%)	 	Net
    Mortgage Loan Rate (%)	 	Original
    Balance ($)	 	Cut-Off
    Date Balance ($)	 	Original
    Term To Maturity (Mos.)	 	Remaining
    Term To Maturity (Mos.)	 	Maturity
    Date	 	Original
    Amortization Term (Mos.)	 	Remaining
    Amortization Term (Mos.)
	1	 	3,
    4	 	65OZ85	 	10
    Hudson Yards	 	2.9833%	 	2.9711%	 	$87,500,000	 	87,500,000	 	120	 	119	 	8/6/2026	 	0	 	0
	2	 	5,
    6, 7, 8	 	9049V6	 	540
    West Madison	 	3.2266%	 	3.2131%	 	$87,000,000	 	87,000,000	 	120	 	120	 	9/6/2026	 	0	 	0
	3	 	8,
    9, 10, 11	 	4F3745	 	U.S.
    Industrial Portfolio	 	3.9740%	 	3.9605%	 	$85,000,000	 	85,000,000	 	120	 	120	 	9/4/2026	 	NAP	 	NAP
	3.01	 	 	 	4F3745	 	Hannibal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	 	 	4F3745	 	Kraco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	 	 	4F3745	 	New
    WinCup - Phoenix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	 	 	4F3745	 	Worlds
    Finest Chocolates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	 	 	4F3745	 	SET
    - MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	 	 	4F3745	 	Plaid
    - Decatur	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	 	 	4F3745	 	Oracle
    Packaging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	 	 	4F3745	 	TestAmerica
    - West SAC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	 	 	4F3745	 	TestAmerica
    - Arvada	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1	 	 	 	4F3745	 	Northwest
    Mailing Service	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	 	 	4F3745	 	Lyons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	 	 	4F3745	 	Wilbert
    Plastics	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	 	 	4F3745	 	Angstrom
    Graphics	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	 	 	4F3745	 	New
    WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	 	 	4F3745	 	Universal
    Pool - Armory	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	 	 	4F3745	 	Jade-Sterling
    - IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	 	 	4F3745	 	Plaid
    - Norcross	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	 	 	4F3745	 	Phillips
    and Temro	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	 	 	4F3745	 	TestAmerica
    - Savannah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	 	 	 	4F3745	 	Hover-Davis	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	 	 	4F3745	 	Jade-Sterling
    - OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	 	 	4F3745	 	Fitz
    Aerospace	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	 	 	4F3745	 	MVP
    Charleston	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	 	 	 	4F3745	 	Paragon
    Tech	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	 	 	 	4F3745	 	Aramsco
    and Bulls Eye	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	 	 	 	4F3745	 	Shale-Inland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	 	 	 	4F3745	 	M.P.
    Pumps	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	 	 	 	4F3745	 	TestAmerica
    - Pensacola	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	 	 	 	4F3745	 	Microfinish	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.3	 	 	 	4F3745	 	MVP
    Mayfield	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	 	 	 	4F3745	 	Builders
    FirstSource	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	 	 	 	4F3745	 	Banner	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	 	 	 	4F3745	 	SET
    - IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	 	 	 	4F3745	 	Progressive
    Metal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.35	 	 	 	4F3745	 	Universal
    Pool - 166th	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.36	 	 	 	4F3745	 	SITEL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.37	 	 	 	4F3745	 	TestAmerica
    - Tallahassee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.38	 	 	 	4F3745	 	Texas
    Die Casting	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.39	 	 	 	4F3745	 	TestAmerica
    - Corpus Christi	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	8,
    12	 	05A5V0	 	The
    Falls	 	3.4500%	 	3.4365%	 	$70,000,000	 	70,000,000	 	120	 	120	 	9/1/2026	 	0	 	0
	5	 	13	 	4W04K9	 	Hamilton
    Place	 	4.3610%	 	4.3475%	 	$65,000,000	 	64,735,708	 	120	 	117	 	6/6/2026	 	360	 	357
	6	 	14	 	4F37K9	 	Panorama
    Corporate Center	 	4.7815%	 	4.7580%	 	$58,500,000	 	58,500,000	 	120	 	113	 	2/6/2026	 	0	 	0
	7	 	15	 	4FOAY1	 	Veritas
    Multifamily Pool 1	 	4.0755%	 	4.0632%	 	$55,250,000	 	55,250,000	 	60	 	53	 	2/6/2021	 	0	 	0
	7.01	 	 	 	4FOAY1	 	645
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	4FOAY1	 	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	4FOAY1	 	950
    Franklin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	4FOAY1	 	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	 	 	4FOAY1	 	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	 	 	4FOAY1	 	2677
    Larkin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	 	 	4FOAY1	 	1801
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	 	 	4FOAY1	 	845
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	 	 	4FOAY1	 	1290
    20th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.1	 	 	 	4FOAY1	 	78
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.11	 	 	 	4FOAY1	 	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.12	 	 	 	4FOAY1	 	500
    Stanyan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.13	 	 	 	4FOAY1	 	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.14	 	 	 	4FOAY1	 	1401
    Jones Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.15	 	 	 	4FOAY1	 	676
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.16	 	 	 	4FOAY1	 	100
    Broderick Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.17	 	 	 	4FOAY1	 	2075
    Market Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.18	 	 	 	4FOAY1	 	621
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.19	 	 	 	4FOAY1	 	1660
    Bay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.2	 	 	 	4FOAY1	 	655
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.21	 	 	 	4FOAY1	 	2238
    Hyde Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.22	 	 	 	4FOAY1	 	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.23	 	 	 	4FOAY1	 	355
    Fulton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.24	 	 	 	4FOAY1	 	1520
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.25	 	 	 	4FOAY1	 	1126
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.26	 	 	 	4FOAY1	 	1547
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.27	 	 	 	4FOAY1	 	840
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.28	 	 	 	4FOAY1	 	925
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.29	 	 	 	4FOAY1	 	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Mortgage
    Loan Rate (%)	 	Net
    Mortgage Loan Rate (%)	 	Original
    Balance ($)	 	Cut-Off
    Date Balance ($)	 	Original
    Term To Maturity (Mos.)	 	Remaining
    Term To Maturity (Mos.)	 	Maturity
    Date	 	Original
    Amortization Term (Mos.)	 	Remaining
    Amortization Term (Mos.)
	7.3	 	 	 	4FOAY1	 	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.31	 	 	 	4FOAY1	 	1840
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.32	 	 	 	4FOAY1	 	1020
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.33	 	 	 	4FOAY1	 	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.34	 	 	 	4FOAY1	 	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.35	 	 	 	4FOAY1	 	106
    Sanchez Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.36	 	 	 	4FOAY1	 	709
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.37	 	 	 	4FOAY1	 	1440
    Sutter Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.38	 	 	 	4FOAY1	 	1690
    North Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.39	 	 	 	4FOAY1	 	1753
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.4	 	 	 	4FOAY1	 	915
    Pierce Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.41	 	 	 	4FOAY1	 	520
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.42	 	 	 	4FOAY1	 	3210
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.43	 	 	 	4FOAY1	 	124
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.44	 	 	 	4FOAY1	 	50
    Joice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.45	 	 	 	4FOAY1	 	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.46	 	 	 	4FOAY1	 	340
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.47	 	 	 	4FOAY1	 	411
    15th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.48	 	 	 	4FOAY1	 	1855
    10th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.49	 	 	 	4FOAY1	 	1260
    Broadway Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.5	 	 	 	4FOAY1	 	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.51	 	 	 	4FOAY1	 	235
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.52	 	 	 	4FOAY1	 	4540
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.53	 	 	 	4FOAY1	 	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.54	 	 	 	4FOAY1	 	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.55	 	 	 	4FOAY1	 	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.56	 	 	 	4FOAY1	 	3715
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.57	 	 	 	4FOAY1	 	325
    9th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.58	 	 	 	4FOAY1	 	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.59	 	 	 	4FOAY1	 	252-258
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.6	 	 	 	4FOAY1	 	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.61	 	 	 	4FOAY1	 	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	16	 	05EDQ4	 	Hilton
    Irvine	 	4.4885%	 	4.4650%	 	$55,000,000	 	55,000,000	 	120	 	120	 	9/6/2026	 	360	 	360
	9	 	 	 	4W1GF5	 	Laredo
    Industrial Portfolio	 	4.1000%	 	4.0765%	 	$50,050,000	 	50,050,000	 	120	 	118	 	7/6/2026	 	360	 	360
	9.01	 	 	 	4W1GF5	 	11302
    Eastpoint Drive Buildings A-C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	 	 	4W1GF5	 	417
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	 	 	4W1GF5	 	11909
    Hayter Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	 	 	4W1GF5	 	505
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	 	 	4W1GF5	 	418
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.06	 	 	 	4W1GF5	 	11921
    Hayter Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	653AG0	 	Eagle
    View Apartments	 	4.2400%	 	4.2090%	 	$50,000,000	 	50,000,000	 	120	 	120	 	9/6/2026	 	360	 	360
	11	 	17	 	7QV1W8	 	Embassy
    Suites Raleigh-Durham Research Triangle	 	4.2255%	 	4.2120%	 	$37,520,000	 	37,520,000	 	120	 	119	 	8/6/2026	 	360	 	360
	12	 	 	 	4WSSK2	 	Cool
    Springs Commons	 	4.1000%	 	4.0865%	 	$37,000,000	 	37,000,000	 	120	 	117	 	6/6/2026	 	0	 	0
	13	 	18	 	TBD	 	Middletown
    Commons	 	4.2000%	 	4.1665%	 	$35,512,500	 	35,512,500	 	121	 	121	 	10/6/2026	 	360	 	360
	14	 	19,
    20	 	TBD	 	Shoppes
    at Rio Grande	 	4.6040%	 	4.5730%	 	$32,500,000	 	32,500,000	 	120	 	120	 	9/6/2026	 	360	 	360
	15	 	17,
    21, 22	 	6A1BKB-	 	Embassy
    Suites Portland Airport	 	3.9355%	 	3.9220%	 	$30,000,000	 	30,000,000	 	120	 	119	 	8/6/2026	 	360	 	360
	16	 	23,
    24, 25	 	4F0B20	 	Residence
    Inn and SpringHill Suites North Shore	 	5.3050%	 	5.2915%	 	$22,000,000	 	21,861,531	 	120	 	114	 	3/6/2026	 	360	 	354
	16.01	 	 	 	4F0B20	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	4F0B20	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	26	 	4FOB38	 	Veritas
    Multifamily Pool 2	 	3.1458%	 	3.1323%	 	$21,000,000	 	21,000,000	 	60	 	53	 	2/6/2021	 	0	 	0
	17.01	 	 	 	4FOB38	 	701
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	4FOB38	 	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	4FOB38	 	947
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	 	 	 	4FOB38	 	685
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	 	 	 	4FOB38	 	3809
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.06	 	 	 	4FOB38	 	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.07	 	 	 	4FOB38	 	1050
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.08	 	 	 	4FOB38	 	814
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.09	 	 	 	4FOB38	 	267-273
    Green Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.1	 	 	 	4FOB38	 	2898
    Jackson Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.11	 	 	 	4FOB38	 	3820
    Scott Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.12	 	 	 	4FOB38	 	600
    Oak Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.13	 	 	 	4FOB38	 	861
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.14	 	 	 	4FOB38	 	3783
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	05EDL5	 	Luton
    Ranch	 	4.1730%	 	4.1220%	 	$19,325,000	 	19,325,000	 	120	 	120	 	9/6/2026	 	360	 	360
	19	 	 	 	4W34T4	 	345
    West 14th Street	 	4.5435%	 	4.5000%	 	$18,500,000	 	18,500,000	 	120	 	116	 	5/6/2026	 	0	 	0
	20	 	 	 	905TJ8	 	Lincoln
    Corners	 	4.0485%	 	4.0050%	 	$18,150,000	 	18,150,000	 	120	 	120	 	9/6/2026	 	360	 	360
	21	 	 	 	05EE26	 	South
    Congress	 	3.5700%	 	3.5265%	 	$16,000,000	 	16,000,000	 	120	 	120	 	9/6/2026	 	300	 	300
	22	 	 	 	4W1GN8	 	South
    Valley Plaza	 	4.7495%	 	4.7360%	 	$15,950,000	 	15,913,997	 	120	 	118	 	7/6/2026	 	360	 	358
	23	 	18	 	TBD	 	Strong
    Station	 	4.2060%	 	4.1525%	 	$13,299,000	 	13,299,000	 	121	 	121	 	10/6/2026	 	360	 	360
	24	 	 	 	TBD	 	Rancho
    La Costa	 	4.2960%	 	4.2425%	 	$12,500,000	 	12,500,000	 	120	 	120	 	9/6/2026	 	360	 	360
	25	 	 	 	90AUP1	 	Grand
    Blanc Industrial	 	4.2660%	 	4.2125%	 	$11,600,000	 	11,600,000	 	120	 	120	 	9/6/2026	 	300	 	300
	26	 	 	 	7QUX05	 	Pecos
    Legacy Center	 	4.4725%	 	4.4590%	 	$9,500,000	 	9,488,608	 	120	 	119	 	8/6/2026	 	360	 	359
	27	 	18	 	TBD	 	Crossings
    of Hoover	 	4.2060%	 	4.1525%	 	$9,023,250	 	9,023,250	 	121	 	121	 	10/6/2026	 	360	 	360
	28	 	17	 	7QV2V9	 	Capitol
    Plaza Hotel Topeka	 	4.4255%	 	4.4120%	 	$8,800,000	 	8,800,000	 	120	 	119	 	8/6/2026	 	360	 	360
	29	 	 	 	4W5G25	 	Cumberland
    Taylorsville Portfolio	 	4.6910%	 	4.6775%	 	$8,096,300	 	8,067,399	 	120	 	117	 	6/6/2026	 	360	 	357
	29.01	 	 	 	4W5G25	 	Cumberland
    Station	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.02	 	 	 	4W5G25	 	Taylorsville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	18	 	TBD	 	Vestavia
    Commons	 	4.2060%	 	4.1525%	 	$7,973,250	 	7,973,250	 	121	 	121	 	10/6/2026	 	360	 	360
	31	 	 	 	6A1BKB	 	James
    Building	 	4.4500%	 	4.4365%	 	$7,280,000	 	7,271,226	 	120	 	119	 	8/6/2026	 	360	 	359
	32	 	 	 	4WK5X6	 	Ralston
    Plaza Shopping Center	 	4.3780%	 	4.3145%	 	$5,250,000	 	5,231,913	 	120	 	118	 	7/6/2026	 	300	 	298
	33	 	 	 	653EC5	 	River
    Ridge Shopping Center	 	4.3880%	 	4.3745%	 	$5,035,000	 	5,028,847	 	120	 	119	 	8/6/2026	 	360	 	359
	34	 	 	 	4W3ZV5	 	Central
    Parc at Heathrow	 	4.5720%	 	4.4910%	 	$3,750,000	 	3,736,275	 	120	 	117	 	6/6/2026	 	360	 	357


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Monthly
    Debt Service ($) (1)	 	Servicing
    Fee Rate (%)	 	Subservicing
    Fee Rate (%)	 	Interest
    Accrual Method	 	Ownership
    Interest	 	Crossed
    Group	 	Originator	 	Mortgage
    Loan Seller	 	Carve-out
    Guarantor	 	Letter
    of Credit
	1	 	3,
    4	 	65OZ85	 	10
    Hudson Yards	 	$220,556	 	0.00250%	 	0.00125%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC,
    DBNY	 	GSMC	 	None	 	No
	2	 	5,
    6, 7, 8	 	9049V6	 	540
    West Madison	 	$237,178	 	0.00500%	 	0.00000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Joseph
    Mizrachi and David Alcalay	 	No
	3	 	8,
    9, 10, 11	 	4F3745	 	U.S.
    Industrial Portfolio	 	$319,299	 	0.00500%	 	0.00000%	 	Actual/360	 	 	 	NAP	 	GSMC	 	GSMC	 	Michael
    W. Brennan, Robert G. Vanecko, Scott D. McKibben, Samuel A. Mandarino, Allen Crosswell, Tod Greenwood and Troy MacMane	 	No
	3.01	 	 	 	4F3745	 	Hannibal	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.02	 	 	 	4F3745	 	Kraco	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.03	 	 	 	4F3745	 	New
    WinCup - Phoenix	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.04	 	 	 	4F3745	 	Worlds
    Finest Chocolates	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.05	 	 	 	4F3745	 	SET
    - MI	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.06	 	 	 	4F3745	 	Plaid
    - Decatur	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.07	 	 	 	4F3745	 	Oracle
    Packaging	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.08	 	 	 	4F3745	 	TestAmerica
    - West SAC	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.09	 	 	 	4F3745	 	TestAmerica
    - Arvada	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.1	 	 	 	4F3745	 	Northwest
    Mailing Service	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.11	 	 	 	4F3745	 	Lyons	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.12	 	 	 	4F3745	 	Wilbert
    Plastics	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.13	 	 	 	4F3745	 	Angstrom
    Graphics	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.14	 	 	 	4F3745	 	New
    WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.15	 	 	 	4F3745	 	Universal
    Pool - Armory	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.16	 	 	 	4F3745	 	Jade-Sterling
    - IL	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.17	 	 	 	4F3745	 	Plaid
    - Norcross	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.18	 	 	 	4F3745	 	Phillips
    and Temro	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.19	 	 	 	4F3745	 	TestAmerica
    - Savannah	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.2	 	 	 	4F3745	 	Hover-Davis	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.21	 	 	 	4F3745	 	Jade-Sterling
    - OH	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.22	 	 	 	4F3745	 	Fitz
    Aerospace	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.23	 	 	 	4F3745	 	MVP
    Charleston	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.24	 	 	 	4F3745	 	Paragon
    Tech	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.25	 	 	 	4F3745	 	Aramsco
    and Bulls Eye	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.26	 	 	 	4F3745	 	Shale-Inland	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.27	 	 	 	4F3745	 	M.P.
    Pumps	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.28	 	 	 	4F3745	 	TestAmerica
    - Pensacola	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.29	 	 	 	4F3745	 	Microfinish	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.3	 	 	 	4F3745	 	MVP
    Mayfield	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.31	 	 	 	4F3745	 	Builders
    FirstSource	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.32	 	 	 	4F3745	 	Banner	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.33	 	 	 	4F3745	 	SET
    - IN	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.34	 	 	 	4F3745	 	Progressive
    Metal	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.35	 	 	 	4F3745	 	Universal
    Pool - 166th	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.36	 	 	 	4F3745	 	SITEL	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.37	 	 	 	4F3745	 	TestAmerica
    - Tallahassee	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.38	 	 	 	4F3745	 	Texas
    Die Casting	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	3.39	 	 	 	4F3745	 	TestAmerica
    - Corpus Christi	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	4	 	8,
    12	 	05A5V0	 	The
    Falls	 	$204,045	 	0.00250%	 	0.00250%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC,
    UBS	 	GSMC	 	Simon
    Property Group, L.P.	 	No
	5	 	13	 	4W04K9	 	Hamilton
    Place	 	$323,999	 	0.00500%	 	0.00000%	 	30/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	CBL
    & Associates Limited Partnership	 	No
	6	 	14	 	4F37K9	 	Panorama
    Corporate Center	 	$236,336	 	0.00250%	 	0.01250%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	EverWest,
    LLC	 	No
	7	 	15	 	4FOAY1	 	Veritas
    Multifamily Pool 1	 	$190,248	 	0.00250%	 	0.00125%	 	Actual/360	 	 	 	NAP	 	GSCRE	 	GSMC	 	Yat-Pang
    Au	 	No
	7.01	 	 	 	4FOAY1	 	645
    Stockton Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	4FOAY1	 	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	4FOAY1	 	950
    Franklin Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	4FOAY1	 	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.05	 	 	 	4FOAY1	 	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.06	 	 	 	4FOAY1	 	2677
    Larkin Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.07	 	 	 	4FOAY1	 	1801
    Gough Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.08	 	 	 	4FOAY1	 	845
    California Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.09	 	 	 	4FOAY1	 	1290
    20th Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.1	 	 	 	4FOAY1	 	78
    Buchanan Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.11	 	 	 	4FOAY1	 	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.12	 	 	 	4FOAY1	 	500
    Stanyan Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.13	 	 	 	4FOAY1	 	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.14	 	 	 	4FOAY1	 	1401
    Jones Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.15	 	 	 	4FOAY1	 	676
    Geary Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.16	 	 	 	4FOAY1	 	100
    Broderick Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.17	 	 	 	4FOAY1	 	2075
    Market Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.18	 	 	 	4FOAY1	 	621
    Stockton Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.19	 	 	 	4FOAY1	 	1660
    Bay Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.2	 	 	 	4FOAY1	 	655
    Stockton Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.21	 	 	 	4FOAY1	 	2238
    Hyde Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.22	 	 	 	4FOAY1	 	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.23	 	 	 	4FOAY1	 	355
    Fulton Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.24	 	 	 	4FOAY1	 	1520
    Gough Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.25	 	 	 	4FOAY1	 	1126
    Bush Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.26	 	 	 	4FOAY1	 	1547
    Clay Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.27	 	 	 	4FOAY1	 	840
    California Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.28	 	 	 	4FOAY1	 	925
    Geary Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.29	 	 	 	4FOAY1	 	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Monthly
    Debt Service ($) (1)	 	Servicing
    Fee Rate (%)	 	Subservicing
    Fee Rate (%)	 	Interest
    Accrual Method	 	Ownership
    Interest	 	Crossed
    Group	 	Originator	 	Mortgage
    Loan Seller	 	Carve-out
    Guarantor	 	Letter
    of Credit
	7.3	 	 	 	4FOAY1	 	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.31	 	 	 	4FOAY1	 	1840
    Clay Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.32	 	 	 	4FOAY1	 	1020
    Post Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.33	 	 	 	4FOAY1	 	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.34	 	 	 	4FOAY1	 	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.35	 	 	 	4FOAY1	 	106
    Sanchez Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.36	 	 	 	4FOAY1	 	709
    Geary Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.37	 	 	 	4FOAY1	 	1440
    Sutter Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.38	 	 	 	4FOAY1	 	1690
    North Point	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.39	 	 	 	4FOAY1	 	1753
    Mason Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.4	 	 	 	4FOAY1	 	915
    Pierce Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.41	 	 	 	4FOAY1	 	520
    Buchanan Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.42	 	 	 	4FOAY1	 	3210
    Gough Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.43	 	 	 	4FOAY1	 	124
    Mason Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.44	 	 	 	4FOAY1	 	50
    Joice Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.45	 	 	 	4FOAY1	 	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.46	 	 	 	4FOAY1	 	340
    Church Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.47	 	 	 	4FOAY1	 	411
    15th Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.48	 	 	 	4FOAY1	 	1855
    10th Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.49	 	 	 	4FOAY1	 	1260
    Broadway Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.5	 	 	 	4FOAY1	 	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.51	 	 	 	4FOAY1	 	235
    Church Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.52	 	 	 	4FOAY1	 	4540
    California Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.53	 	 	 	4FOAY1	 	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.54	 	 	 	4FOAY1	 	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.55	 	 	 	4FOAY1	 	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.56	 	 	 	4FOAY1	 	3715
    California Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.57	 	 	 	4FOAY1	 	325
    9th Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.58	 	 	 	4FOAY1	 	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.59	 	 	 	4FOAY1	 	252-258
    Church Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.6	 	 	 	4FOAY1	 	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	7.61	 	 	 	4FOAY1	 	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	8	 	16	 	05EDQ4	 	Hilton
    Irvine	 	$278,301	 	0.00500%	 	0.01000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Bright
    Builder Int’l Inc. and Hengmao USA Inc.	 	No
	9	 	 	 	4W1GF5	 	Laredo
    Industrial Portfolio	 	$241,841	 	0.00500%	 	0.01000%	 	Actual/360	 	 	 	NAP	 	GSMC	 	GSMC	 	George
    Hicker, Robert Wenrich and Bruce E. Tabb	 	No
	9.01	 	 	 	4W1GF5	 	11302
    Eastpoint Drive Buildings A-C	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	9.02	 	 	 	4W1GF5	 	417
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	9.03	 	 	 	4W1GF5	 	11909
    Hayter Road	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	9.04	 	 	 	4W1GF5	 	505
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	9.05	 	 	 	4W1GF5	 	418
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	9.06	 	 	 	4W1GF5	 	11921
    Hayter Road	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	653AG0	 	Eagle
    View Apartments	 	$245,677	 	0.00250%	 	0.02000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSCRE	 	GSMC	 	Edward
    Allen Bell	 	No
	11	 	17	 	7QV1W8	 	Embassy
    Suites Raleigh-Durham Research Triangle	 	$184,038	 	0.00500%	 	0.00000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Atrium
    Leveraged Loan Fund, LLC	 	No
	12	 	 	 	4WSSK2	 	Cool
    Springs Commons	 	$128,172	 	0.00500%	 	0.00000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Joshua
    L. Martin and Jay Schuminsky	 	No
	13	 	18	 	TBD	 	Middletown
    Commons	 	$173,662	 	0.00500%	 	0.02000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	George
    B. Tomlin	 	No
	14	 	19,
    20	 	TBD	 	Shoppes
    at Rio Grande	 	$166,687	 	0.00250%	 	0.02000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	First
    Hartford Corporation and Neil H. Ellis	 	No
	15	 	17,
    21, 22	 	6A1BKB-	 	Embassy
    Suites Portland Airport	 	$142,111	 	0.00500%	 	0.00000%	 	Actual/360	 	Leasehold	 	NAP	 	GSMC	 	GSMC	 	Atrium
    Leveraged Loan Fund, LLC	 	No
	16	 	23,
    24, 25	 	4F0B20	 	Residence
    Inn and SpringHill Suites North Shore	 	$122,235	 	0.00250%	 	0.00250%	 	Actual/360	 	 	 	NAP	 	GSMC	 	GSMC	 	Shen
    Xiao	 	No
	16.01	 	 	 	4F0B20	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	4F0B20	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17	 	26	 	4FOB38	 	Veritas
    Multifamily Pool 2	 	$55,816	 	0.00250%	 	0.00250%	 	Actual/360	 	 	 	NAP	 	GSCRE	 	GSMC	 	Yat-Pang
    Au	 	No
	17.01	 	 	 	4FOB38	 	701
    Taylor Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	4FOB38	 	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	4FOB38	 	947
    Bush Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.04	 	 	 	4FOB38	 	685
    Geary Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.05	 	 	 	4FOB38	 	3809
    20th Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.06	 	 	 	4FOB38	 	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.07	 	 	 	4FOB38	 	1050
    Post Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.08	 	 	 	4FOB38	 	814
    California Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.09	 	 	 	4FOB38	 	267-273
    Green Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.1	 	 	 	4FOB38	 	2898
    Jackson Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.11	 	 	 	4FOB38	 	3820
    Scott Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.12	 	 	 	4FOB38	 	600
    Oak Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.13	 	 	 	4FOB38	 	861
    Post Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	17.14	 	 	 	4FOB38	 	3783
    20th Street	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	05EDL5	 	Luton
    Ranch	 	$94,198	 	0.00250%	 	0.04000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Sydney
    J. Hurley, IV	 	No
	19	 	 	 	4W34T4	 	345
    West 14th Street	 	$71,018	 	0.00500%	 	0.03000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	West
    Highland Capital Partners, LLLP	 	No
	20	 	 	 	905TJ8	 	Lincoln
    Corners	 	$87,159	 	0.00500%	 	0.03000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Michel
    Kucinski	 	No
	21	 	 	 	05EE26	 	South
    Congress	 	$80,702	 	0.00500%	 	0.03000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Stan
    Biderman, Rob Lippincott and Abe Zimmerman	 	No
	22	 	 	 	4W1GN8	 	South
    Valley Plaza	 	$83,198	 	0.00500%	 	0.00000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Jonathan
    M. Rayden	 	No
	23	 	18	 	TBD	 	Strong
    Station	 	$65,081	 	0.00500%	 	0.04000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	George
    B. Tomlin	 	No
	24	 	 	 	TBD	 	Rancho
    La Costa	 	$61,830	 	0.00500%	 	0.04000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Walt
    Ordemann and Robert E. Sarafan	 	No
	25	 	 	 	90AUP1	 	Grand
    Blanc Industrial	 	$62,946	 	0.00500%	 	0.04000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Kenneth
    L. Sheer and Michael E. Voelker	 	No
	26	 	 	 	7QUX05	 	Pecos
    Legacy Center	 	$47,980	 	0.00500%	 	0.00000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Eric
    Kurtzman and Jonathan Carson	 	No
	27	 	18	 	TBD	 	Crossings
    of Hoover	 	$44,157	 	0.00500%	 	0.04000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	George
    B. Tomlin	 	No
	28	 	17	 	7QV2V9	 	Capitol
    Plaza Hotel Topeka	 	$44,200	 	0.00500%	 	0.00000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Atrium
    Leveraged Loan Fund, LLC	 	No
	29	 	 	 	4W5G25	 	Cumberland
    Taylorsville Portfolio	 	$41,947	 	0.00500%	 	0.00000%	 	Actual/360	 	 	 	NAP	 	GSMC	 	GSMC	 	Stanley
    Werb and Jonathan Gaines	 	No
	29.01	 	 	 	4W5G25	 	Cumberland
    Station	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	29.02	 	 	 	4W5G25	 	Taylorsville
    Shopping Center	 	 	 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 	 	 	 	 	 
	30	 	18	 	TBD	 	Vestavia
    Commons	 	$39,018	 	0.00500%	 	0.04000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	George
    B. Tomlin	 	No
	31	 	 	 	6A1BKB	 	James
    Building	 	$36,671	 	0.00500%	 	0.00000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Amy
    Enderle, James K. White, III and Hiren S. Desai	 	No
	32	 	 	 	4WK5X6	 	Ralston
    Plaza Shopping Center	 	$28,819	 	0.00500%	 	0.05000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Robert
    D. Nostrand, James A. Rubin and Steven S. Gittelman	 	No
	33	 	 	 	653EC5	 	River
    Ridge Shopping Center	 	$25,178	 	0.00500%	 	0.00000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Vasile
    D. Ianos, William Johnson and James Branca	 	No
	34	 	 	 	4W3ZV5	 	Central
    Parc at Heathrow	 	$19,161	 	0.00250%	 	0.07000%	 	Actual/360	 	Fee
    Simple	 	NAP	 	GSMC	 	GSMC	 	Miguel
    de Arcos, Gino Della Cava and Linda M. Nori Revocable Trust UTD Dated March 29, 2011	 	No


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Upfront
    RE Tax Reserve ($)	 	Ongoing
    RE Tax Reserve ($)	 	Upfront
    Insurance Reserve ($)	 	Ongoing
    Insurance Reserve ($)	 	Upfront
    Replacement Reserve ($)	 	Ongoing
    Replacement Reserve ($)	 	Replacement
    Reserve Caps ($)	 	Upfront
    TI/LC Reserve ($)	 	Ongoing
    TI/LC Reserve ($)	 	TI/LC
    Caps ($)
	1	 	3,
    4	 	65OZ85	 	10
    Hudson Yards	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$34,414,188	 	$0	 	$0
	2	 	5,
    6, 7, 8	 	9049V6	 	540
    West Madison	 	$1,243,392	 	$888,137	 	$356,002	 	$32,364	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	3	 	8,
    9, 10, 11	 	4F3745	 	U.S.
    Industrial Portfolio	 	$0	 	$0	 	$0	 	$0	 	$1,259,746	 	$0	 	$1,259,746	 	$3,000,000	 	$0	 	$4,500,000
	3.01	 	 	 	4F3745	 	Hannibal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	 	 	4F3745	 	Kraco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	 	 	4F3745	 	New
    WinCup - Phoenix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	 	 	4F3745	 	Worlds
    Finest Chocolates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	 	 	4F3745	 	SET
    - MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	 	 	4F3745	 	Plaid
    - Decatur	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	 	 	4F3745	 	Oracle
    Packaging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	 	 	4F3745	 	TestAmerica
    - West SAC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	 	 	4F3745	 	TestAmerica
    - Arvada	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1	 	 	 	4F3745	 	Northwest
    Mailing Service	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	 	 	4F3745	 	Lyons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	 	 	4F3745	 	Wilbert
    Plastics	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	 	 	4F3745	 	Angstrom
    Graphics	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	 	 	4F3745	 	New
    WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	 	 	4F3745	 	Universal
    Pool - Armory	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	 	 	4F3745	 	Jade-Sterling
    - IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	 	 	4F3745	 	Plaid
    - Norcross	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	 	 	4F3745	 	Phillips
    and Temro	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	 	 	4F3745	 	TestAmerica
    - Savannah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	 	 	 	4F3745	 	Hover-Davis	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	 	 	4F3745	 	Jade-Sterling
    - OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	 	 	4F3745	 	Fitz
    Aerospace	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	 	 	4F3745	 	MVP
    Charleston	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	 	 	 	4F3745	 	Paragon
    Tech	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	 	 	 	4F3745	 	Aramsco
    and Bulls Eye	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	 	 	 	4F3745	 	Shale-Inland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	 	 	 	4F3745	 	M.P.
    Pumps	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	 	 	 	4F3745	 	TestAmerica
    - Pensacola	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	 	 	 	4F3745	 	Microfinish	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.3	 	 	 	4F3745	 	MVP
    Mayfield	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	 	 	 	4F3745	 	Builders
    FirstSource	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	 	 	 	4F3745	 	Banner	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	 	 	 	4F3745	 	SET
    - IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	 	 	 	4F3745	 	Progressive
    Metal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.35	 	 	 	4F3745	 	Universal
    Pool - 166th	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.36	 	 	 	4F3745	 	SITEL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.37	 	 	 	4F3745	 	TestAmerica
    - Tallahassee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.38	 	 	 	4F3745	 	Texas
    Die Casting	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.39	 	 	 	4F3745	 	TestAmerica
    - Corpus Christi	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	8,
    12	 	05A5V0	 	The
    Falls	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$335,803	 	$0	 	$0	 	$2,098,768
	5	 	13	 	4W04K9	 	Hamilton
    Place	 	$1,130,254	 	$226,051	 	$0	 	$0	 	$0	 	$13,686	 	$328,474	 	$0	 	$32,587	 	$782,082
	6	 	14	 	4F37K9	 	Panorama
    Corporate Center	 	$0	 	$284,585	 	$0	 	$0	 	$2,499,287	 	$13,011	 	$2,967,676	 	$15,989,354	 	$0	 	$0
	7	 	15	 	4FOAY1	 	Veritas
    Multifamily Pool 1	 	$1,695,187	 	$290,399	 	$0	 	$0	 	$19,000,000	 	$43,150	 	$0	 	$0	 	$0	 	$0
	7.01	 	 	 	4FOAY1	 	645
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	4FOAY1	 	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	4FOAY1	 	950
    Franklin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	4FOAY1	 	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	 	 	4FOAY1	 	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	 	 	4FOAY1	 	2677
    Larkin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	 	 	4FOAY1	 	1801
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	 	 	4FOAY1	 	845
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	 	 	4FOAY1	 	1290
    20th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.1	 	 	 	4FOAY1	 	78
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.11	 	 	 	4FOAY1	 	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.12	 	 	 	4FOAY1	 	500
    Stanyan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.13	 	 	 	4FOAY1	 	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.14	 	 	 	4FOAY1	 	1401
    Jones Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.15	 	 	 	4FOAY1	 	676
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.16	 	 	 	4FOAY1	 	100
    Broderick Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.17	 	 	 	4FOAY1	 	2075
    Market Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.18	 	 	 	4FOAY1	 	621
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.19	 	 	 	4FOAY1	 	1660
    Bay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.2	 	 	 	4FOAY1	 	655
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.21	 	 	 	4FOAY1	 	2238
    Hyde Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.22	 	 	 	4FOAY1	 	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.23	 	 	 	4FOAY1	 	355
    Fulton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.24	 	 	 	4FOAY1	 	1520
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.25	 	 	 	4FOAY1	 	1126
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.26	 	 	 	4FOAY1	 	1547
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.27	 	 	 	4FOAY1	 	840
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.28	 	 	 	4FOAY1	 	925
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.29	 	 	 	4FOAY1	 	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Upfront
    RE Tax Reserve ($)	 	Ongoing
    RE Tax Reserve ($)	 	Upfront
    Insurance Reserve ($)	 	Ongoing
    Insurance Reserve ($)	 	Upfront
    Replacement Reserve ($)	 	Ongoing
    Replacement Reserve ($)	 	Replacement
    Reserve Caps ($)	 	Upfront
    TI/LC Reserve ($)	 	Ongoing
    TI/LC Reserve ($)	 	TI/LC
    Caps ($)
	7.3	 	 	 	4FOAY1	 	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.31	 	 	 	4FOAY1	 	1840
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.32	 	 	 	4FOAY1	 	1020
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.33	 	 	 	4FOAY1	 	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.34	 	 	 	4FOAY1	 	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.35	 	 	 	4FOAY1	 	106
    Sanchez Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.36	 	 	 	4FOAY1	 	709
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.37	 	 	 	4FOAY1	 	1440
    Sutter Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.38	 	 	 	4FOAY1	 	1690
    North Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.39	 	 	 	4FOAY1	 	1753
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.4	 	 	 	4FOAY1	 	915
    Pierce Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.41	 	 	 	4FOAY1	 	520
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.42	 	 	 	4FOAY1	 	3210
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.43	 	 	 	4FOAY1	 	124
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.44	 	 	 	4FOAY1	 	50
    Joice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.45	 	 	 	4FOAY1	 	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.46	 	 	 	4FOAY1	 	340
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.47	 	 	 	4FOAY1	 	411
    15th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.48	 	 	 	4FOAY1	 	1855
    10th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.49	 	 	 	4FOAY1	 	1260
    Broadway Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.5	 	 	 	4FOAY1	 	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.51	 	 	 	4FOAY1	 	235
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.52	 	 	 	4FOAY1	 	4540
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.53	 	 	 	4FOAY1	 	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.54	 	 	 	4FOAY1	 	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.55	 	 	 	4FOAY1	 	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.56	 	 	 	4FOAY1	 	3715
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.57	 	 	 	4FOAY1	 	325
    9th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.58	 	 	 	4FOAY1	 	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.59	 	 	 	4FOAY1	 	252-258
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.6	 	 	 	4FOAY1	 	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.61	 	 	 	4FOAY1	 	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	16	 	05EDQ4	 	Hilton
    Irvine	 	$426,904	 	$74,228	 	$17,554	 	$17,554	 	$0	 	$31,373	 	$0	 	$0	 	$0	 	$0
	9	 	 	 	4W1GF5	 	Laredo
    Industrial Portfolio	 	$0	 	$0	 	$0	 	$0	 	$1,200,000	 	$13,520	 	$811,229	 	$0	 	$28,168	 	$1,014,036
	9.01	 	 	 	4W1GF5	 	11302
    Eastpoint Drive Buildings A-C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	 	 	4W1GF5	 	417
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	 	 	4W1GF5	 	11909
    Hayter Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	 	 	4W1GF5	 	505
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	 	 	4W1GF5	 	418
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.06	 	 	 	4W1GF5	 	11921
    Hayter Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	653AG0	 	Eagle
    View Apartments	 	$17,059	 	$17,059	 	$135,590	 	$15,066	 	$0	 	$6,980	 	$0	 	$0	 	$0	 	$0
	11	 	17	 	7QV1W8	 	Embassy
    Suites Raleigh-Durham Research Triangle	 	$31,266	 	$31,266	 	$0	 	$0	 	$0	 	$16,351	 	$0	 	$0	 	$0	 	$0
	12	 	 	 	4WSSK2	 	Cool
    Springs Commons	 	$248,693	 	$49,739	 	$9,645	 	$4,823	 	$70,400	 	$5,783	 	$208,171	 	$0	 	$50,283	 	$2,111,879
	13	 	18	 	TBD	 	Middletown
    Commons	 	$140,998	 	$11,171	 	$0	 	$0	 	$0	 	$2,954	 	$177,256	 	$0	 	$8,333	 	$300,000
	14	 	19,
    20	 	TBD	 	Shoppes
    at Rio Grande	 	$267,660	 	$24,982	 	$0	 	$0	 	$0	 	$5,923	 	$0	 	$0	 	$8,333	 	$500,000
	15	 	17,
    21, 22	 	6A1BKB-	 	Embassy
    Suites Portland Airport	 	$389,616	 	$43,291	 	$0	 	$0	 	$0	 	$26,056	 	$0	 	$0	 	$0	 	$0
	16	 	23,
    24, 25	 	4F0B20	 	Residence
    Inn and SpringHill Suites North Shore	 	$0	 	$76,003	 	$0	 	$0	 	$0	 	$63,396	 	$0	 	$0	 	$0	 	$0
	16.01	 	 	 	4F0B20	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	4F0B20	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	26	 	4FOB38	 	Veritas
    Multifamily Pool 2	 	$530,783	 	$91,118	 	$0	 	$0	 	$3,000,000	 	$10,750	 	$0	 	$0	 	$0	 	$0
	17.01	 	 	 	4FOB38	 	701
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	4FOB38	 	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	4FOB38	 	947
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	 	 	 	4FOB38	 	685
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	 	 	 	4FOB38	 	3809
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.06	 	 	 	4FOB38	 	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.07	 	 	 	4FOB38	 	1050
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.08	 	 	 	4FOB38	 	814
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.09	 	 	 	4FOB38	 	267-273
    Green Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.1	 	 	 	4FOB38	 	2898
    Jackson Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.11	 	 	 	4FOB38	 	3820
    Scott Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.12	 	 	 	4FOB38	 	600
    Oak Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.13	 	 	 	4FOB38	 	861
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.14	 	 	 	4FOB38	 	3783
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	05EDL5	 	Luton
    Ranch	 	$105,419	 	$11,713	 	$0	 	$0	 	$0	 	$1,518	 	$0	 	$0	 	$8,094	 	$364,215
	19	 	 	 	4W34T4	 	345
    West 14th Street	 	$0	 	$9,161	 	$27,458	 	$3,051	 	$0	 	$175	 	$0	 	$0	 	$0	 	$0
	20	 	 	 	905TJ8	 	Lincoln
    Corners	 	$249,133	 	$25,450	 	$0	 	$0	 	$0	 	$2,769	 	$100,000	 	$0	 	$8,333	 	$300,000
	21	 	 	 	05EE26	 	South
    Congress	 	$178,170	 	$19,161	 	$8,828	 	$2,207	 	$0	 	$454	 	$0	 	$0	 	$0	 	$0
	22	 	 	 	4W1GN8	 	South
    Valley Plaza	 	$104,440	 	$26,110	 	$0	 	$0	 	$0	 	$3,485	 	$0	 	$0	 	$8,411	 	$302,799
	23	 	18	 	TBD	 	Strong
    Station	 	$7,285	 	$7,285	 	$0	 	$0	 	$0	 	$1,199	 	$71,955	 	$0	 	$0	 	$0
	24	 	 	 	TBD	 	Rancho
    La Costa	 	$48,485	 	$8,211	 	$0	 	$0	 	$0	 	$571	 	$0	 	$0	 	$2,282	 	$82,152
	25	 	 	 	90AUP1	 	Grand
    Blanc Industrial	 	$22,773	 	$22,773	 	$0	 	$0	 	$0	 	$11,127	 	$0	 	$0	 	$13,908	 	$830,000
	26	 	 	 	7QUX05	 	Pecos
    Legacy Center	 	$21,519	 	$7,173	 	$977	 	$977	 	$0	 	$2,337	 	$0	 	$0	 	$5,701	 	$330,000
	27	 	18	 	TBD	 	Crossings
    of Hoover	 	$7,136	 	$7,136	 	$0	 	$0	 	$0	 	$472	 	$28,324	 	$0	 	$3,147	 	$151,060
	28	 	17	 	7QV2V9	 	Capitol
    Plaza Hotel Topeka	 	$202,840	 	$50,710	 	$0	 	$0	 	$0	 	$5,661	 	$0	 	$0	 	$0	 	$0
	29	 	 	 	4W5G25	 	Cumberland
    Taylorsville Portfolio	 	$32,527	 	$6,133	 	$0	 	$0	 	$0	 	$1,547	 	$0	 	$250,000	 	$0	 	$250,000
	29.01	 	 	 	4W5G25	 	Cumberland
    Station	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.02	 	 	 	4W5G25	 	Taylorsville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	18	 	TBD	 	Vestavia
    Commons	 	$4,834	 	$4,834	 	$0	 	$0	 	$0	 	$426	 	$25,560	 	$0	 	$2,840	 	$136,320
	31	 	 	 	6A1BKB	 	James
    Building	 	$78,463	 	$11,209	 	$0	 	$0	 	$0	 	$3,182	 	$0	 	$250,000	 	$10,417	 	$375,000
	32	 	 	 	4WK5X6	 	Ralston
    Plaza Shopping Center	 	$21,405	 	$10,702	 	$0	 	$0	 	$0	 	$1,160	 	$60,000	 	$75,000	 	$2,500	 	$200,000
	33	 	 	 	653EC5	 	River
    Ridge Shopping Center	 	$35,012	 	$4,377	 	$1,822	 	$607	 	$0	 	$1,882	 	$0	 	$100,000	 	$2,917	 	$250,000
	34	 	 	 	4W3ZV5	 	Central
    Parc at Heathrow	 	$27,451	 	$5,490	 	$7,163	 	$796	 	$0	 	$235	 	$0	 	$100,000	 	$0	 	$100,000


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Upfront
    Debt Service Reserve ($)	 	Ongoing
    Debt Service Reserve ($)	 	Upfront
    Deferred Maintenance Reserve ($)	 	Ongoing
    Deferred Maintenance Reserve ($)	 	Upfront
    Environmental Reserve ($)	 	Ongoing
    Environmental Reserve ($)	 	Upfront
    Other Reserve ($)	 	Ongoing
    Other Reserve ($)	 	Other
    Reserve Description	 	Grace
    Period- Default
	1	 	3,
    4	 	65OZ85	 	10
    Hudson Yards	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$125,129,752	 	$0	 	Remaining
    Construction Work Reserve ($90,969,679), Free Rent Reserve ($34,160,073)	 	0
	2	 	5,
    6, 7, 8	 	9049V6	 	540
    West Madison	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$40,566,832	 	$0	 	Unfunded
    Obligations Reserve ($23,258,542), Free Rent Reserve ($17,308,290)	 	0
	3	 	8,
    9, 10, 11	 	4F3745	 	U.S.
    Industrial Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$5,816,966	 	$0	 	Plaid
    Expansion Construction Reserve	 	0
	3.01	 	 	 	4F3745	 	Hannibal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	 	 	4F3745	 	Kraco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	 	 	4F3745	 	New
    WinCup - Phoenix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	 	 	4F3745	 	Worlds
    Finest Chocolates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	 	 	4F3745	 	SET
    - MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	 	 	4F3745	 	Plaid
    - Decatur	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	 	 	4F3745	 	Oracle
    Packaging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	 	 	4F3745	 	TestAmerica
    - West SAC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	 	 	4F3745	 	TestAmerica
    - Arvada	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1	 	 	 	4F3745	 	Northwest
    Mailing Service	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	 	 	4F3745	 	Lyons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	 	 	4F3745	 	Wilbert
    Plastics	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	 	 	4F3745	 	Angstrom
    Graphics	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	 	 	4F3745	 	New
    WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	 	 	4F3745	 	Universal
    Pool - Armory	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	 	 	4F3745	 	Jade-Sterling
    - IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	 	 	4F3745	 	Plaid
    - Norcross	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	 	 	4F3745	 	Phillips
    and Temro	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	 	 	4F3745	 	TestAmerica
    - Savannah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	 	 	 	4F3745	 	Hover-Davis	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	 	 	4F3745	 	Jade-Sterling
    - OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	 	 	4F3745	 	Fitz
    Aerospace	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	 	 	4F3745	 	MVP
    Charleston	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	 	 	 	4F3745	 	Paragon
    Tech	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	 	 	 	4F3745	 	Aramsco
    and Bulls Eye	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	 	 	 	4F3745	 	Shale-Inland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	 	 	 	4F3745	 	M.P.
    Pumps	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	 	 	 	4F3745	 	TestAmerica
    - Pensacola	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	 	 	 	4F3745	 	Microfinish	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.3	 	 	 	4F3745	 	MVP
    Mayfield	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	 	 	 	4F3745	 	Builders
    FirstSource	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	 	 	 	4F3745	 	Banner	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	 	 	 	4F3745	 	SET
    - IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	 	 	 	4F3745	 	Progressive
    Metal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.35	 	 	 	4F3745	 	Universal
    Pool - 166th	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.36	 	 	 	4F3745	 	SITEL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.37	 	 	 	4F3745	 	TestAmerica
    - Tallahassee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.38	 	 	 	4F3745	 	Texas
    Die Casting	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.39	 	 	 	4F3745	 	TestAmerica
    - Corpus Christi	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	8,
    12	 	05A5V0	 	The
    Falls	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	5
	5	 	13	 	4W04K9	 	Hamilton
    Place	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	6	 	14	 	4F37K9	 	Panorama
    Corporate Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$9,780,120	 	$0	 	Rent
    Gap/Free Rent Reserve ($8,382,085.45), RTD Escrow Refurbishment Credit ($1,152,158), Capital Projects Reserve ($245,876.36)	 	0
	7	 	15	 	4FOAY1	 	Veritas
    Multifamily Pool 1	 	$0	 	$0	 	$658,722	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	7.01	 	 	 	4FOAY1	 	645
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	4FOAY1	 	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	4FOAY1	 	950
    Franklin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	4FOAY1	 	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	 	 	4FOAY1	 	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	 	 	4FOAY1	 	2677
    Larkin Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	 	 	4FOAY1	 	1801
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	 	 	4FOAY1	 	845
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	 	 	4FOAY1	 	1290
    20th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.1	 	 	 	4FOAY1	 	78
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.11	 	 	 	4FOAY1	 	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.12	 	 	 	4FOAY1	 	500
    Stanyan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.13	 	 	 	4FOAY1	 	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.14	 	 	 	4FOAY1	 	1401
    Jones Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.15	 	 	 	4FOAY1	 	676
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.16	 	 	 	4FOAY1	 	100
    Broderick Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.17	 	 	 	4FOAY1	 	2075
    Market Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.18	 	 	 	4FOAY1	 	621
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.19	 	 	 	4FOAY1	 	1660
    Bay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.2	 	 	 	4FOAY1	 	655
    Stockton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.21	 	 	 	4FOAY1	 	2238
    Hyde Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.22	 	 	 	4FOAY1	 	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.23	 	 	 	4FOAY1	 	355
    Fulton Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.24	 	 	 	4FOAY1	 	1520
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.25	 	 	 	4FOAY1	 	1126
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.26	 	 	 	4FOAY1	 	1547
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.27	 	 	 	4FOAY1	 	840
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.28	 	 	 	4FOAY1	 	925
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.29	 	 	 	4FOAY1	 	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Upfront
    Debt Service Reserve ($)	 	Ongoing
    Debt Service Reserve ($)	 	Upfront
    Deferred Maintenance Reserve ($)	 	Ongoing
    Deferred Maintenance Reserve ($)	 	Upfront
    Environmental Reserve ($)	 	Ongoing
    Environmental Reserve ($)	 	Upfront
    Other Reserve ($)	 	Ongoing
    Other Reserve ($)	 	Other
    Reserve Description	 	Grace
    Period- Default
	7.3	 	 	 	4FOAY1	 	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.31	 	 	 	4FOAY1	 	1840
    Clay Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.32	 	 	 	4FOAY1	 	1020
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.33	 	 	 	4FOAY1	 	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.34	 	 	 	4FOAY1	 	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.35	 	 	 	4FOAY1	 	106
    Sanchez Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.36	 	 	 	4FOAY1	 	709
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.37	 	 	 	4FOAY1	 	1440
    Sutter Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.38	 	 	 	4FOAY1	 	1690
    North Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.39	 	 	 	4FOAY1	 	1753
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.4	 	 	 	4FOAY1	 	915
    Pierce Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.41	 	 	 	4FOAY1	 	520
    Buchanan Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.42	 	 	 	4FOAY1	 	3210
    Gough Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.43	 	 	 	4FOAY1	 	124
    Mason Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.44	 	 	 	4FOAY1	 	50
    Joice Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.45	 	 	 	4FOAY1	 	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.46	 	 	 	4FOAY1	 	340
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.47	 	 	 	4FOAY1	 	411
    15th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.48	 	 	 	4FOAY1	 	1855
    10th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.49	 	 	 	4FOAY1	 	1260
    Broadway Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.5	 	 	 	4FOAY1	 	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.51	 	 	 	4FOAY1	 	235
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.52	 	 	 	4FOAY1	 	4540
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.53	 	 	 	4FOAY1	 	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.54	 	 	 	4FOAY1	 	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.55	 	 	 	4FOAY1	 	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.56	 	 	 	4FOAY1	 	3715
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.57	 	 	 	4FOAY1	 	325
    9th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.58	 	 	 	4FOAY1	 	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.59	 	 	 	4FOAY1	 	252-258
    Church Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.6	 	 	 	4FOAY1	 	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.61	 	 	 	4FOAY1	 	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	16	 	05EDQ4	 	Hilton
    Irvine	 	$0	 	$0	 	$367,536	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	9	 	 	 	4W1GF5	 	Laredo
    Industrial Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	9.01	 	 	 	4W1GF5	 	11302
    Eastpoint Drive Buildings A-C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	 	 	4W1GF5	 	417
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	 	 	4W1GF5	 	11909
    Hayter Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	 	 	4W1GF5	 	505
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	 	 	4W1GF5	 	418
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.06	 	 	 	4W1GF5	 	11921
    Hayter Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	653AG0	 	Eagle
    View Apartments	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	11	 	17	 	7QV1W8	 	Embassy
    Suites Raleigh-Durham Research Triangle	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$10,500,000	 	$0	 	PIP
    Reserve	 	0
	12	 	 	 	4WSSK2	 	Cool
    Springs Commons	 	$0	 	$0	 	$329,600	 	$0	 	$0	 	$0	 	$2,500,693	 	$0	 	Critical
    Tenant Reserve	 	0
	13	 	18	 	TBD	 	Middletown
    Commons	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	14	 	19,
    20	 	TBD	 	Shoppes
    at Rio Grande	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$1,100,000	 	$0	 	Earnout
    Initial Deposit Amount	 	0
	15	 	17,
    21, 22	 	6A1BKB-	 	Embassy
    Suites Portland Airport	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$62,500	 	$275,000	 	Ground
    Lease Reserve ($62,500), Monthly PIP Work Reserve ($275,000)	 	0
	16	 	23,
    24, 25	 	4F0B20	 	Residence
    Inn and SpringHill Suites North Shore	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$4,180,000	 	$0	 	PIP
    Reserve ($2,140,000 SpringHill Suites, $2,040,000 Residence Inn)	 	0
	16.01	 	 	 	4F0B20	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	4F0B20	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	26	 	4FOB38	 	Veritas
    Multifamily Pool 2	 	$0	 	$0	 	$64,240	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	17.01	 	 	 	4FOB38	 	701
    Taylor Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	4FOB38	 	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	4FOB38	 	947
    Bush Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	 	 	 	4FOB38	 	685
    Geary Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	 	 	 	4FOB38	 	3809
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.06	 	 	 	4FOB38	 	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.07	 	 	 	4FOB38	 	1050
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.08	 	 	 	4FOB38	 	814
    California Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.09	 	 	 	4FOB38	 	267-273
    Green Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.1	 	 	 	4FOB38	 	2898
    Jackson Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.11	 	 	 	4FOB38	 	3820
    Scott Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.12	 	 	 	4FOB38	 	600
    Oak Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.13	 	 	 	4FOB38	 	861
    Post Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.14	 	 	 	4FOB38	 	3783
    20th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	05EDL5	 	Luton
    Ranch	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	19	 	 	 	4W34T4	 	345
    West 14th Street	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	20	 	 	 	905TJ8	 	Lincoln
    Corners	 	$0	 	$0	 	$29,480	 	$0	 	$0	 	$0	 	$545,000	 	$0	 	Ross
    Estoppel Holdback	 	0
	21	 	 	 	05EE26	 	South
    Congress	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	22	 	 	 	4W1GN8	 	South
    Valley Plaza	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	23	 	18	 	TBD	 	Strong
    Station	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	24	 	 	 	TBD	 	Rancho
    La Costa	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	25	 	 	 	90AUP1	 	Grand
    Blanc Industrial	 	$0	 	$0	 	$109,610	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	26	 	 	 	7QUX05	 	Pecos
    Legacy Center	 	$0	 	$0	 	$32,461	 	$0	 	$0	 	$0	 	$250,000	 	$0	 	24
    Hour Fitness TI Allowance Reserve	 	0
	27	 	18	 	TBD	 	Crossings
    of Hoover	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	28	 	17	 	7QV2V9	 	Capitol
    Plaza Hotel Topeka	 	$0	 	$0	 	$462,495	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	29	 	 	 	4W5G25	 	Cumberland
    Taylorsville Portfolio	 	$0	 	$0	 	$115,682	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	29.01	 	 	 	4W5G25	 	Cumberland
    Station	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.02	 	 	 	4W5G25	 	Taylorsville
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	18	 	TBD	 	Vestavia
    Commons	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	31	 	 	 	6A1BKB	 	James
    Building	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$139,743	 	$0	 	Unfunded
    Obligations Reserve	 	0
	32	 	 	 	4WK5X6	 	Ralston
    Plaza Shopping Center	 	$0	 	$0	 	$117,975	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	33	 	 	 	653EC5	 	River
    Ridge Shopping Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0
	34	 	 	 	4W3ZV5	 	Central
    Parc at Heathrow	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 	 	0


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Grace
    Period- Late Fee	 	Cash
    Management	 	Lockbox	 	General
    Property Type	 	Prepayment
    Provision (2)	 	Interest
    Accrual Method	 	 Units,
    Rooms, Sq Ft 	 	Unit
    Description
	1	 	3,
    4	 	65OZ85	 	10
    Hudson Yards	 	0	 	Springing	 	Hard	 	Office	 	Lockout/25_Defeasance/90_0%/5	 	Actual/360	 	      1,813,465
    	 	SF
	2	 	5,
    6, 7, 8	 	9049V6	 	540
    West Madison	 	0	 	In
    Place	 	Hard	 	Office	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	      1,098,633
    	 	SF
	3	 	8,
    9, 10, 11	 	4F3745	 	U.S.
    Industrial Portfolio	 	3	 	Springing	 	Hard	 	 	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	      6,298,728
    	 	SF
	3.01	 	 	 	4F3745	 	Hannibal	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         429,122
    	 	SF
	3.02	 	 	 	4F3745	 	Kraco	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         364,440
    	 	SF
	3.03	 	 	 	4F3745	 	New
    WinCup - Phoenix	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         322,070
    	 	SF
	3.04	 	 	 	4F3745	 	Worlds
    Finest Chocolates	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         434,252
    	 	SF
	3.05	 	 	 	4F3745	 	SET
    - MI	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         284,351
    	 	SF
	3.06	 	 	 	4F3745	 	Plaid
    - Decatur	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         282,514
    	 	SF
	3.07	 	 	 	4F3745	 	Oracle
    Packaging	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         437,911
    	 	SF
	3.08	 	 	 	4F3745	 	TestAmerica
    - West SAC	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           66,203
    	 	SF
	3.09	 	 	 	4F3745	 	TestAmerica
    - Arvada	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           57,966
    	 	SF
	3.1	 	 	 	4F3745	 	Northwest
    Mailing Service	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         228,032
    	 	SF
	3.11	 	 	 	4F3745	 	Lyons	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         172,758
    	 	SF
	3.12	 	 	 	4F3745	 	Wilbert
    Plastics	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         257,086
    	 	SF
	3.13	 	 	 	4F3745	 	Angstrom
    Graphics	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         231,505
    	 	SF
	3.14	 	 	 	4F3745	 	New
    WinCup - Stone Mountain	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         220,380
    	 	SF
	3.15	 	 	 	4F3745	 	Universal
    Pool - Armory	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         240,255
    	 	SF
	3.16	 	 	 	4F3745	 	Jade-Sterling
    - IL	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         215,389
    	 	SF
	3.17	 	 	 	4F3745	 	Plaid
    - Norcross	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           71,620
    	 	SF
	3.18	 	 	 	4F3745	 	Phillips
    and Temro	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         101,680
    	 	SF
	3.19	 	 	 	4F3745	 	TestAmerica
    - Savannah	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           54,284
    	 	SF
	3.2	 	 	 	4F3745	 	Hover-Davis	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           66,100
    	 	SF
	3.21	 	 	 	4F3745	 	Jade-Sterling
    - OH	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         174,511
    	 	SF
	3.22	 	 	 	4F3745	 	Fitz
    Aerospace	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         129,000
    	 	SF
	3.23	 	 	 	4F3745	 	MVP
    Charleston	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         108,000
    	 	SF
	3.24	 	 	 	4F3745	 	Paragon
    Tech	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           88,857
    	 	SF
	3.25	 	 	 	4F3745	 	Aramsco
    and Bulls Eye	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           99,783
    	 	SF
	3.26	 	 	 	4F3745	 	Shale-Inland	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         193,789
    	 	SF
	3.27	 	 	 	4F3745	 	M.P.
    Pumps	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           81,769
    	 	SF
	3.28	 	 	 	4F3745	 	TestAmerica
    - Pensacola	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           21,911
    	 	SF
	3.29	 	 	 	4F3745	 	Microfinish	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         144,786
    	 	SF
	3.3	 	 	 	4F3745	 	MVP
    Mayfield	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         101,244
    	 	SF
	3.31	 	 	 	4F3745	 	Builders
    FirstSource	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         116,897
    	 	SF
	3.32	 	 	 	4F3745	 	Banner	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           58,450
    	 	SF
	3.33	 	 	 	4F3745	 	SET
    - IN	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         117,376
    	 	SF
	3.34	 	 	 	4F3745	 	Progressive
    Metal	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           58,250
    	 	SF
	3.35	 	 	 	4F3745	 	Universal
    Pool - 166th	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         109,814
    	 	SF
	3.36	 	 	 	4F3745	 	SITEL	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           46,812
    	 	SF
	3.37	 	 	 	4F3745	 	TestAmerica
    - Tallahassee	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           16,500
    	 	SF
	3.38	 	 	 	4F3745	 	Texas
    Die Casting	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           78,177
    	 	SF
	3.39	 	 	 	4F3745	 	TestAmerica
    - Corpus Christi	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	           14,884
    	 	SF
	4	 	8,
    12	 	05A5V0	 	The
    Falls	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/24_Defeasance/89_0%/7	 	Actual/360	 	         839,507
    	 	SF
	5	 	13	 	4W04K9	 	Hamilton
    Place	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/11_>YM
    or 1%/105_0%/4	 	30/360	 	         391,041
    	 	SF
	6	 	14	 	4F37K9	 	Panorama
    Corporate Center	 	0	 	Springing	 	Hard	 	Office	 	Lockout/31_Defeasance/85_0%/4	 	Actual/360	 	         780,648
    	 	SF
	7	 	15	 	4FOAY1	 	Veritas
    Multifamily Pool 1	 	0	 	In
    Place	 	Soft	 	 	 	Lockout/31_Defeasance/22_0%/7	 	Actual/360	 	            1,726
    	 	Units
	7.01	 	 	 	4FOAY1	 	645
    Stockton Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 70
    	 	Units
	7.02	 	 	 	4FOAY1	 	400
    Duboce Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 79
    	 	Units
	7.03	 	 	 	4FOAY1	 	950
    Franklin Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 54
    	 	Units
	7.04	 	 	 	4FOAY1	 	1340-1390
    Taylor Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 35
    	 	Units
	7.05	 	 	 	4FOAY1	 	601
    O’Farrell Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 79
    	 	Units
	7.06	 	 	 	4FOAY1	 	2677
    Larkin Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 33
    	 	Units
	7.07	 	 	 	4FOAY1	 	1801
    Gough Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 41
    	 	Units
	7.08	 	 	 	4FOAY1	 	845
    California Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 58
    	 	Units
	7.09	 	 	 	4FOAY1	 	1290
    20th Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 38
    	 	Units
	7.1	 	 	 	4FOAY1	 	78
    Buchanan Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 36
    	 	Units
	7.11	 	 	 	4FOAY1	 	1870
    Pacific Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 30
    	 	Units
	7.12	 	 	 	4FOAY1	 	500
    Stanyan Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 36
    	 	Units
	7.13	 	 	 	4FOAY1	 	540
    Leavenworth Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 44
    	 	Units
	7.14	 	 	 	4FOAY1	 	1401
    Jones Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 36
    	 	Units
	7.15	 	 	 	4FOAY1	 	676
    Geary Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 56
    	 	Units
	7.16	 	 	 	4FOAY1	 	100
    Broderick Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 35
    	 	Units
	7.17	 	 	 	4FOAY1	 	2075
    Market Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 32
    	 	Units
	7.18	 	 	 	4FOAY1	 	621
    Stockton Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 23
    	 	Units
	7.19	 	 	 	4FOAY1	 	1660
    Bay Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 24
    	 	Units
	7.2	 	 	 	4FOAY1	 	655
    Stockton Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 35
    	 	Units
	7.21	 	 	 	4FOAY1	 	2238
    Hyde Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 17
    	 	Units
	7.22	 	 	 	4FOAY1	 	2600
    Van Ness Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 32
    	 	Units
	7.23	 	 	 	4FOAY1	 	355
    Fulton Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 41
    	 	Units
	7.24	 	 	 	4FOAY1	 	1520
    Gough Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 38
    	 	Units
	7.25	 	 	 	4FOAY1	 	1126
    Bush Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 33
    	 	Units
	7.26	 	 	 	4FOAY1	 	1547
    Clay Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 27
    	 	Units
	7.27	 	 	 	4FOAY1	 	840
    California Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 31
    	 	Units
	7.28	 	 	 	4FOAY1	 	925
    Geary Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 48
    	 	Units
	7.29	 	 	 	4FOAY1	 	691
    O’Farrell Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 36
    	 	Units


 






    	



     


    







 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit B - Mortgage Loan Schedule 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Grace
    Period- Late Fee	 	Cash
    Management	 	Lockbox	 	General
    Property Type	 	Prepayment
    Provision (2)	 	Interest
    Accrual Method	 	 Units,
    Rooms, Sq Ft 	 	Unit
    Description
	7.3	 	 	 	4FOAY1	 	2363
    Van Ness Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 19
    	 	Units
	7.31	 	 	 	4FOAY1	 	1840
    Clay Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 20
    	 	Units
	7.32	 	 	 	4FOAY1	 	1020
    Post Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 43
    	 	Units
	7.33	 	 	 	4FOAY1	 	2975
    Van Ness Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 21
    	 	Units
	7.34	 	 	 	4FOAY1	 	755
    O’Farrell Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 34
    	 	Units
	7.35	 	 	 	4FOAY1	 	106
    Sanchez Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 18
    	 	Units
	7.36	 	 	 	4FOAY1	 	709
    Geary Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 35
    	 	Units
	7.37	 	 	 	4FOAY1	 	1440
    Sutter Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 15
    	 	Units
	7.38	 	 	 	4FOAY1	 	1690
    North Point	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 18
    	 	Units
	7.39	 	 	 	4FOAY1	 	1753
    Mason Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 14
    	 	Units
	7.4	 	 	 	4FOAY1	 	915
    Pierce Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 18
    	 	Units
	7.41	 	 	 	4FOAY1	 	520
    Buchanan Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 19
    	 	Units
	7.42	 	 	 	4FOAY1	 	3210
    Gough Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 15
    	 	Units
	7.43	 	 	 	4FOAY1	 	124
    Mason Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 31
    	 	Units
	7.44	 	 	 	4FOAY1	 	50
    Joice Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 13
    	 	Units
	7.45	 	 	 	4FOAY1	 	2038
    Divisadero Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 12
    	 	Units
	7.46	 	 	 	4FOAY1	 	340
    Church Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 12
    	 	Units
	7.47	 	 	 	4FOAY1	 	411
    15th Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 14
    	 	Units
	7.48	 	 	 	4FOAY1	 	1855
    10th Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 18
    	 	Units
	7.49	 	 	 	4FOAY1	 	1260
    Broadway Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 18
    	 	Units
	7.5	 	 	 	4FOAY1	 	449
    O’Farrell Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 28
    	 	Units
	7.51	 	 	 	4FOAY1	 	235
    Church Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                   8
    	 	Units
	7.52	 	 	 	4FOAY1	 	4540
    California Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 12
    	 	Units
	7.53	 	 	 	4FOAY1	 	2500
    Van Ness Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 12
    	 	Units
	7.54	 	 	 	4FOAY1	 	346
    Leavenworth Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 25
    	 	Units
	7.55	 	 	 	4FOAY1	 	3264-3274
    Mission Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                   8
    	 	Units
	7.56	 	 	 	4FOAY1	 	3715
    California Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 12
    	 	Units
	7.57	 	 	 	4FOAY1	 	325
    9th Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 12
    	 	Units
	7.58	 	 	 	4FOAY1	 	1656
    Leavenworth Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 12
    	 	Units
	7.59	 	 	 	4FOAY1	 	252-258
    Church Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                   4
    	 	Units
	7.6	 	 	 	4FOAY1	 	500-506
    Bartlett Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                   4
    	 	Units
	7.61	 	 	 	4FOAY1	 	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                   5
    	 	Units
	8	 	16	 	05EDQ4	 	Hilton
    Irvine	 	0	 	In
    Place	 	Hard	 	Hospitality	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	               306
    	 	Rooms
	9	 	 	 	4W1GF5	 	Laredo
    Industrial Portfolio	 	0	 	Springing	 	Hard	 	 	 	Lockout/26_Defeasance/90_0%/4	 	Actual/360	 	      1,352,048
    	 	SF
	9.01	 	 	 	4W1GF5	 	11302
    Eastpoint Drive Buildings A-C	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         665,282
    	 	SF
	9.02	 	 	 	4W1GF5	 	417
    Union Pacific Boulevard	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         199,540
    	 	SF
	9.03	 	 	 	4W1GF5	 	11909
    Hayter Road	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         144,976
    	 	SF
	9.04	 	 	 	4W1GF5	 	505
    Union Pacific Boulevard	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         105,205
    	 	SF
	9.05	 	 	 	4W1GF5	 	418
    Union Pacific Boulevard	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         136,500
    	 	SF
	9.06	 	 	 	4W1GF5	 	11921
    Hayter Road	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	         100,545
    	 	SF
	10	 	 	 	653AG0	 	Eagle
    View Apartments	 	0	 	Springing	 	Springing	 	Multifamily	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	               335
    	 	Units
	11	 	17	 	7QV1W8	 	Embassy
    Suites Raleigh-Durham Research Triangle	 	0	 	In
    Place	 	Hard	 	Hospitality	 	Lockout/25_>YM
    or 1%/88_0%/7	 	Actual/360	 	               273
    	 	Rooms
	12	 	 	 	4WSSK2	 	Cool
    Springs Commons	 	0	 	In
    Place	 	Hard	 	Office	 	Lockout/27_Defeasance/89_0%/4	 	Actual/360	 	         301,697
    	 	SF
	13	 	18	 	TBD	 	Middletown
    Commons	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/24_Defeasance/93_0%/4	 	Actual/360	 	         236,341
    	 	SF
	14	 	19,
    20	 	TBD	 	Shoppes
    at Rio Grande	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	         460,195
    	 	SF
	15	 	17,
    21, 22	 	6A1BKB-	 	Embassy
    Suites Portland Airport	 	0	 	In
    Place	 	Hard	 	Hospitality	 	Lockout/25_>YM
    or 1%/88_0%/7	 	Actual/360	 	               251
    	 	Rooms
	16	 	23,
    24, 25	 	4F0B20	 	Residence
    Inn and SpringHill Suites North Shore	 	0	 	Springing	 	Hard	 	 	 	Lockout/30_Defeasance/86_0%/4	 	Actual/360	 	               378
    	 	Rooms
	16.01	 	 	 	4F0B20	 	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	Hospitality	 	 	 	 	 	               198
    	 	Rooms
	16.02	 	 	 	4F0B20	 	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	Hospitality	 	 	 	 	 	               180
    	 	Rooms
	17	 	26	 	4FOB38	 	Veritas
    Multifamily Pool 2	 	0	 	In
    Place	 	Soft	 	 	 	Lockout/31_Defeasance/22_0%/7	 	Actual/360	 	               430
    	 	Units
	17.01	 	 	 	4FOB38	 	701
    Taylor Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 55
    	 	Units
	17.02	 	 	 	4FOB38	 	1301
    Leavenworth Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 24
    	 	Units
	17.03	 	 	 	4FOB38	 	947
    Bush Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 53
    	 	Units
	17.04	 	 	 	4FOB38	 	685
    Geary Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 43
    	 	Units
	17.05	 	 	 	4FOB38	 	3809
    20th Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 25
    	 	Units
	17.06	 	 	 	4FOB38	 	434
    Leavenworth Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 69
    	 	Units
	17.07	 	 	 	4FOB38	 	1050
    Post Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 40
    	 	Units
	17.08	 	 	 	4FOB38	 	814
    California Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 21
    	 	Units
	17.09	 	 	 	4FOB38	 	267-273
    Green Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 20
    	 	Units
	17.1	 	 	 	4FOB38	 	2898
    Jackson Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 15
    	 	Units
	17.11	 	 	 	4FOB38	 	3820
    Scott Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 12
    	 	Units
	17.12	 	 	 	4FOB38	 	600
    Oak Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 18
    	 	Units
	17.13	 	 	 	4FOB38	 	861
    Post Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 17
    	 	Units
	17.14	 	 	 	4FOB38	 	3783
    20th Street	 	 	 	 	 	 	 	Multifamily	 	 	 	 	 	                 18
    	 	Units
	18	 	 	 	05EDL5	 	Luton
    Ranch	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/23_>YM
    or 1%/93_0%/4	 	Actual/360	 	         121,405
    	 	SF
	19	 	 	 	4W34T4	 	345
    West 14th Street	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/28_Defeasance/88_0%/4	 	Actual/360	 	            8,405
    	 	SF
	20	 	 	 	905TJ8	 	Lincoln
    Corners	 	0	 	Springing	 	Springing	 	Retail	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	         180,691
    	 	SF
	21	 	 	 	05EE26	 	South
    Congress	 	0	 	Springing	 	Springing	 	Mixed
    Use	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	           34,071
    	 	SF
	22	 	 	 	4W1GN8	 	South
    Valley Plaza	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/26_Defeasance/87_0%/7	 	Actual/360	 	         144,190
    	 	SF
	23	 	18	 	TBD	 	Strong
    Station	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/24_Defeasance/93_0%/4	 	Actual/360	 	           95,940
    	 	SF
	24	 	 	 	TBD	 	Rancho
    La Costa	 	0	 	Springing	 	Springing	 	Retail	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	           27,388
    	 	SF
	25	 	 	 	90AUP1	 	Grand
    Blanc Industrial	 	0	 	Springing	 	Hard	 	Industrial	 	Lockout/24_Defeasance/92_0%/4	 	Actual/360	 	         667,593
    	 	SF
	26	 	 	 	7QUX05	 	Pecos
    Legacy Center	 	0	 	Springing	 	Springing	 	Retail	 	Lockout/25_>YM
    or 1%/88_0%/7	 	Actual/360	 	           68,413
    	 	SF
	27	 	18	 	TBD	 	Crossings
    of Hoover	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/24_Defeasance/93_0%/4	 	Actual/360	 	           37,765
    	 	SF
	28	 	17	 	7QV2V9	 	Capitol
    Plaza Hotel Topeka	 	0	 	In
    Place	 	Hard	 	Hospitality	 	Lockout/25_>YM
    or 1%/88_0%/7	 	Actual/360	 	               224
    	 	Rooms
	29	 	 	 	4W5G25	 	Cumberland
    Taylorsville Portfolio	 	0	 	None	 	None	 	 	 	Lockout/27_Defeasance/89_0%/4	 	Actual/360	 	           86,722
    	 	SF
	29.01	 	 	 	4W5G25	 	Cumberland
    Station	 	 	 	 	 	 	 	Retail	 	 	 	 	 	           43,327
    	 	SF
	29.02	 	 	 	4W5G25	 	Taylorsville
    Shopping Center	 	 	 	 	 	 	 	Retail	 	 	 	 	 	           43,395
    	 	SF
	30	 	18	 	TBD	 	Vestavia
    Commons	 	0	 	Springing	 	Hard	 	Retail	 	Lockout/24_Defeasance/93_0%/4	 	Actual/360	 	           34,080
    	 	SF
	31	 	 	 	6A1BKB	 	James
    Building	 	0	 	Springing	 	Springing	 	Office	 	Lockout/25_Defeasance/90_0%/5	 	Actual/360	 	         111,446
    	 	SF
	32	 	 	 	4WK5X6	 	Ralston
    Plaza Shopping Center	 	0	 	Springing	 	Springing	 	Retail	 	Lockout/26_>YM
    or 3%/90_0%/4	 	Actual/360	 	           49,709
    	 	SF
	33	 	 	 	653EC5	 	River
    Ridge Shopping Center	 	0	 	Springing	 	Springing	 	Retail	 	Lockout/25_Defeasance/91_0%/4	 	Actual/360	 	           55,086
    	 	SF
	34	 	 	 	4W3ZV5	 	Central
    Parc at Heathrow	 	0	 	 Springing	 	Springing	 	Retail	 	Lockout/27_Defeasance/89_0%/4	 	Actual/360	 	           14,082
    	 	SF


 






    	



     


    

 





	1	The
    monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration
    of the interest-only period. 
	2	The
    open period is inclusive of the Maturity Date.
	3	The
    Cut-off Date Principal Balance of $87,500,000 represents the non-controlling notes A-2-C1, A-2-C2, and A-2-C3 of a $900,000,000
    whole loan evidenced by 11 senior notes with an aggregate principal balance of $708,100,000 and two junior notes with an aggregate
    principal balance of $191,900,000. The senior non-controlling note A-1-C1, with an aggregate principal balance of $65,000,000,
    was contributed to the CD 2016-CD1 securitization transaction. The controlling junior notes B-1 and B-2, with an aggregate
    principal balance of $191,900,000, along with the senior notes A-1-S and A-2-S, with an aggregate principal balance of $408,100,000,
    were contributed to the Hudson Yards 2016-10HY securitization transaction. The remaining non-controlling senior notes A-1-C2,
    A-1-C3, A-1-C4, A-1-C5, A-1-C6, with an aggregate principal balance of $147,500,000, will be held by DBNY and are expected
    to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten
    NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate principal balance of the 10 Hudson Yards Senior Loans of $708,100,000.
	4	The
    lockout period will be at least 25 payment dates beginning with and including the first payment date of September 6, 2016.
    For the purposes of this prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2016-GS3
    securitization closing date in September 2016. The actual lockout period may be longer.
	5	The
    Cut-off Date Principal Balance of $87,000,000 represents the non-controlling note A-1 of a $325,000,000 whole loan evidenced
    by two non-controlling senior pari passu notes, a subordinate note B with an outstanding principal balance as of the Cut-off
    Date of $54,208,000, and a subordinate note C with an outstanding principal balance as of the Cut-off Date of $108,500,000.
    Note A-2, with an outstanding principal balance of $75,292,000, is expected to be contributed to one or more future securitization
    transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating
    Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance
    of the 540 West Madison Senior Loans of $162,292,000.
	6	The
    Ongoing TI/LC Reserve, commencing with the due date in September 2019, will equal $137,329.
	7	Under
    the terms of the related Mortgage Loan documents, the first due date is November 6, 2016, the maturity date is September 6,
    2026 and the Original Interest-Only Period, Remaining Interest-Only Period, Original Term to Maturity and Remaining Term to
    Maturity is actually 119 months. However, due to the fact that the related mortgage loan seller will contribute an Initial
    Interest Deposit Amount to the Issuing Entity on the Closing Date to cover an amount that represents one-month’s interest
    that would have accrued with respect to the Mortgage Loan at the related Net Mortgage Rate with respect to a October 2016
    payment date, such Mortgage Loan is being treated as having a First Due Date on October 6, 2016, and as having an Original
    Interest-Only Period, Remaining Interest-Only Period, Original Term to Maturity and Remaining Term to Maturity of 120 months.
    
	8	The
    lockout period will be at least 24 payment dates beginning with and including the first payment date in October 2016. For
    the purposes of this prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2016-GS3 securitization
    closing date in September 2016. The actual lockout period may be longer.
	9	The
    Cut-off Date Principal Balance of $85,000,000 represents the controlling note A-1 of a $307,640,000 whole loan combination
    evidenced by four pari passu notes. The companion loans, evidenced by non-controlling note A-2, note A-3 and note A-4 with
    an aggregate outstanding principal balance as of the Cut-off Date of $222,640,000 are expected to be contributed to one or
    more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield
    on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on
    the aggregate Cut-off Date Balance of $307,640,000.
	10	The
    U.S. Industrial Portfolio Whole Loan requires monthly debt service payments of (i) $125,000 of principal plus (ii) the amount
    of interest accrued on the outstanding principal balance of the mortgage loan during the related interest accrual period.
	11	The
    Ongoing TI/LC Reserve, commencing on September 1, 2021 (or earlier if funds on deposit therein are less than $1,500,000) will
    equal $150,000 up to an amount equal to $4,500,000 until such time as funds on deposit therein are less than $1,500,000, and
    on each due date thereafter, the borrower will be required to resume monthly deposits in an amount equal to the lesser of
    (x) $150,000 and (y) the amount necessary to cause the tenant improvements and leasing commissions reserve account to contain
    funds equal to $1,500,000.
	12	The
    Cut-off Date Principal Balance of $70,000,000 represents the non-controlling note A-4 of a $150,000,000 whole loan evidenced
    by four pari passu notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property.
    The Falls Pari Passu Companion Loans have an aggregate outstanding principal balance of $80,000,000 as of the Cut-off Date
    Balance. The promissory notes evidenced by notes A-1, A-2 and A-3, each of which is currently held by UBS AG, by and through
    its branch office at 1285 Avenue of the Americas, New York, New York 10019 (“UBS AG”) are expected to be transferred
    to one or more future securitizations or otherwise transferred. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten
    NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate Cut-off Date Balance of $150,000,000.
	13	The
    Cut-off Date Principal Balance of $64,735,708 represents the controlling note A-1 of a $107,000,000 whole loan evidenced by
    two pari passu notes. The companion loan, evidenced by non-controlling note A-2, with an outstanding principal balance as
    of the Cut-off Date of $41,829,226 is expected to be contributed to one or more future securitization transactions.
	14	The
    Cut-off Date Principal Balance of $58,500,000 represents the non-controlling note A-2 of a $133,000,000 whole loan evidenced
    by two pari passu notes. The related companion loan is evidenced by the controlling note A-1 with a principal balance as of
    the Cut-off Date of $74,500,000, which was contributed to the GSMS 2016-GS2 transaction. Cut-off Date LTV Ratio, LTV Ratio
    at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow
    and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $133,000,000.
	15	The
    Cut-off Date Principal Balance of $55,250,000 represents the non-controlling note A-3 of a $480,000,000 whole loan evidenced
    by three senior pari passu notes and one subordinate note B. The related companion loans are evidenced by the non-controlling
    note A-1, the non-controlling note A-2 and the controlling subordinate note B. Note A-1 ($100,000,000) and subordinate note
    B ($249,750,000), with an aggregate outstanding principal balance of $349,750,000 as of the Cut-off Date, were contributed
    to the GS Mortgage Securities Corporation Trust 2016-RENT (“GSMS 2016-RENT”) transaction and note A-2, with an
    outstanding principal balance of $75,000,000 was contributed to the GSMS 2016-GS2 transaction.
	16	The
    Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates occurring in October 2016 through
    December 2017, $31,372.69 and (ii) for each Due Date thereafter, an amount equal to the greater of (a) the monthly amount
    required to be reserved pursuant to the management agreement for the replacement of FF&E or (b) one-twelfth (1/12th) of
    4% of the operating income of the property for the previous twelve (12) month period as determined on the anniversary of the
    last day of the calendar month in September.
	17	The
    Ongoing Replacement Reserve is an FF&E reserve in an amount equal to the greater of (i) the aggregate amount of all deposits
    for replacements, if any, required to be deposited by borrower with franchisor or manager pursuant to the applicable franchise
    agreement or management agreement (without duplication) and (ii) 4% of gross income from operations for the property, for
    the calendar month that is two calendar months prior to the calendar month of the payment date on which such deposit is required.
	18	Under
    the terms of the related Mortgage Loan documents, the first due date is November 6, 2016, the Original Interest-Only Period
    and the Remaining Interest-Only Period is 36 months, and the Original Term to Maturity and Remaining Term to Maturity is actually
    120 months. However, due to the fact that the related mortgage loan seller will contribute an Initial Interest Deposit Amount
    to the Issuing Entity on the Closing Date to cover an amount that represents one-month’s interest that would have accrued
    with respect to the Mortgage Loan at the related Net Mortgage Rate with respect to a October 2016 payment date, such Mortgage
    Loan is being treated as having a First Due Date on October 6, 2016, an Original Interest-Only Period and Remaining Interest-Only
    Period of 37 months, and an Original Term to Maturity and Remaining Term to Maturity of 121 months. 
	19	Other
    reserve represents an earnout and a potential yield maintenance reserve. Funds will be held in escrow until the borrower has
    achieved a debt yield of 8.3% on the fully funded amount and a lease renewal of no less than five years from both Burlington
    Coat Factory and TJMaxx for equal or greater rent. If such conditions are not satisfied by September 7, 2018, the reserve
    is required to be applied to prepay the Mortgage Loan and the related yield maintenance for such prepayment.
	20	The
    Shoppes at Rio Grande mortgage loan was originated on September 7, 2016. Under the terms of the related Mortgage Loan documents,
    the first due date is October 6, 2016, and the borrower is only required to pay interest on the related mortgage loan for
    the number of days in the initial interest accrual period for which the mortgage loan was outstanding (29 days from September
    7 to October 5). As a result, the related mortgage loan seller will contribute an Initial Interest Deposit Amount to the Issuing
    Entity on the Closing Date to cover an amount that represents one-day’s interest that would have accrued with respect
    to the Mortgage Loan at the related Net Mortgage Rate with respect to a October 2016 payment date, such Mortgage Loan is being
    treated as having a First Due Date on October 6, 2016.
	21	Upon
    written request from Borrower, within ten business days of such request, Lender shall transfer from the replacement reserve
    account amounts not to exceed 75% of the total amount of replacement reserve funds then deposited in the replacement reserve
    account to the PIP reserve account.
	22	The
    Cut-off Date Principal Balance of $30,000,000 represents the controlling note A-1 of a $57,620,000 loan combination evidenced
    by two pari passu notes. The companion loan, evidenced by non-controlling note A-2, with an outstanding principal balance
    as of the Cut-off Date of $27,620,000 is expected to be contributed to one or more future securitization transactions. Cut-off
    Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating
    Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance
    of $57,620,000.
	23	The
    Cut-off Date Principal Balance of $21,861,531 represents the non-controlling note A-2-1 of a $69,000,000 whole loan evidenced
    by three pari passu notes. The companion loan is evidenced by the controlling note A-1 with a principal balance as of the
    Cut-off Date of $24,842,649, which was contributed to the GSMS 2016-GS2 transaction. The non-controlling companion loan, evidenced
    by note A-2-2 with an aggregate principal balance as of the Cut-off Date of $21,861,531 is expected to be contributed to one
    or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten
    NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate Cut-off Date Balance of $68,565,712.
	24	The
    lockout period will be at least 30 payment dates beginning with and including the first payment date of April 6, 2016. For
    the purposes of this prospectus, the assumed lockout period of 30 payment dates is based on the expected GSMS 2016-GS3 securitization
    closing date in September 2016. The actual lockout period may be longer.
	25	The
    Ongoing Replacement Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates occurring in April 2016 through
    March 2017, $63,395.52 and (ii) for each Due Date thereafter, an amount equal to the greater of (a) the monthly amount required
    to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth (1/12th) of 4% of the
    operating income of the property for the previous twelve (12) month period as determined on the anniversary of the last day
    of the calendar month in February.
	26	The
    Cut-off Date Principal Balance of $21,000,000 represents the non-controlling note A-2 of a $96,000,000 whole loan evidenced
    by two pari passu notes and one subordinate note B. The related companion loans are evidenced by the non-controlling note
    A-1 with a principal balance as of the Cut-off Date of $55,000,000, which was contributed to the GSMS 2016-GS2 transaction.
    The controlling note B with a principal balance as of the Cut-off Date of $20,000,000 was sold to Forethought Life Insurance
    Company.







 






    	



     


    







 







  EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3


 


GS Mortgage Securities Corporation II

200 West Street


New York, New York 10282


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage Securities Trust
                                         2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3	



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
Trustee, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special
Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, on behalf of the holders of
GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 (the “Certificates”)
in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


		1.	Check one of the following:*



 


		☐	The Purchaser is not purchasing a Class R Certificate
and the Purchaser is an institution that is an “accredited investor” (an “Institutional Accredited Investor”)
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the



 


 



 


*
Purchaser must include one of the following two certifications.


 



    Exhibit C-1 


     

    

 


Securities Act
of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners come within such
paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the
economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased
by it 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 Fund for any costs
incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer”
(a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under 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 (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale in connection with,
any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional Accredited Investors, subject
in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof,
(x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar that
such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) 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 and (z) a written undertaking to reimburse the Trust Fund for any costs incurred by
it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent 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 reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.           The Purchaser has
reviewed the Prospectus relating to the Offered Certificates (and, with respect to Offered Private Certificates, the Offering Circular
related to such Offered Private Certificates, and, with respect to the Loan-Specific Certificates, the Loan-Specific Offering Circular
related to such Loan-Specific Certificates) 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 Prospectus.


 


4.           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


 



    Exhibit C-2 


     

    







 


reoffered,
resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.







 


5.           The Purchaser hereby undertakes
to be bound by the terms and conditions of the Pooling 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 or Certificates, except in compliance with Section 5.03 of the Pooling
and Servicing Agreement.


 


7.           Check one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below)
and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax 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. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS
Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificate and
states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]***
two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
the Certificate and state that interest and original issue discount on the Certificate and Permitted Investments is, or is expected
to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
[IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [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.
Tax Person” means a citizen or resident of the United States, a corporation or 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.





 


 






 


** Each Purchaser must include one
of the two alternative certifications.


 


*** Does not apply to a transfer of
Class R Certificates.






 






    Exhibit C-3 


     

    







 


Tax 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. Tax Persons).




 


8.           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:



 


		Bank:	 	 






		ABA#:	 	 






		Account #:	 	 






		Attention:	 	 



 


		☐	(b)          by
mailing a check or draft to the following address:









		 	 





		 	 





		 	 



 


9.           If the Purchaser is purchasing
a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership for U.S. federal income
tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts or other pass-through
entities by a Disqualified Non-U.S. Tax Person.


 


		Very truly yours,



 


		 
	 	[The Purchaser]






 


		By:	
 	 
	 	 	Name:	 
	 	 	Title:	 



 


Dated:


 


 






 


**** Only to be filled out by Purchasers of Definitive Certificates.
Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s
Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.





 



    Exhibit C-4 


     

    




 


EXHIBIT D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust Services
– GS 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates,
Series 2016-GS3 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of September 1, 2016, by and among GS Mortgage Securities Corporation II,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real
Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and
Operating Advisor



 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


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 “REMIC”) designated as the (i) 
“Lower-Tier REMIC”, (ii) “Upper-Tier
REMIC” and (iii) “Trust Subordinate Companion Loan 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, any State or political subdivision thereof, any possession
of the United States or any agency or instrumentality of any of the foregoing (other


 



    Exhibit D-1-1 


     

    




 


than
an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority
of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization
or any agency or instrumentality of any of the foregoing, (iii) any organization which is exempt from the 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), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code, (v) an “electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated
by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate
Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class
R Certificate by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding
or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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 and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


 


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 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;


 


(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 REMIC generates losses.


 






    Exhibit D-1-2 


     

    

 


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 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.


 


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 if
it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3 


     

    

 


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 5.03 of the Pooling 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 each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used but not
defined herein have the meanings assigned thereto in the Pooling 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 D-1-4 


     

    




 


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 D-1-5 


     

    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate
Trust Services – GS 2016-GS3


 


		Re:	GS Mortgage Securities
                                         Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, Class
                                         R (the “Certificates”)	



 


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 Pooling and
Servicing Agreement, dated as of September 1, 2016 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison
Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling 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 Transferee Affidavit and Agreement in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is 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 respected for United States income tax purposes (and the Transferor may continue to be liable


 



    Exhibit D-2-1 


     

    




 


for
United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 



    Exhibit D-2-2 


     

    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	

	 	 	 
	 	[Master Servicer] 	 
	 	
        [General Special Servicer] [540 West Madison Special Servicer]

        Loan No.:
	

	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055 10th Avenue SE

Minneapolis, MN 55414

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3
	 	 	 
	 	Custodian/Trustee 

Mortgage File No.:	
 
	 	 	 
	Depositor
	 
	 	Name:	GS Mortgage Securities Corporation II
	 	 	 
	 	Address:	
        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

	 	 	 
	 	Certificates:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3


 


The undersigned [Master
Servicer] [General Special Servicer] [540 West Madison Special Servicer] hereby requests delivery from Wells Fargo Bank, National
Association, as custodian (the “Custodian”)
on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”), for the Holders of GS Mortgage
Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, 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 Pooling and Servicing Agreement dated as of September 1, 2016, by and among GS Mortgage Securities Corporation
II, as Depositor, Midland Loan





 






    Exhibit E-1 


     

    

 


Services,
a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison
Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor (the “Pooling
and Servicing Agreement”).




 





		(  )	 	 


 


		(  )	 	 


 





		(  )	 	 


 





		(  )	 	 


 


The undersigned [Master
Servicer] [General Special Servicer] [540 West Madison Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The [Master Servicer]
[General Special Servicer] [540 West Madison Special Servicer] shall hold and retain possession of the Documents in trust for the
benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The [Master Servicer]
[General Special Servicer] [540 West Madison 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 [Master Servicer]
[General Special Servicer] [540 West Madison 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 Pooling and Servicing Agreement.


 


(3)          The [Master Servicer]
[General Special Servicer] [540 West Madison Special Servicer] shall return the Documents to the Custodian when the need therefor
no longer exists, unless the Mortgage Loans and the Trust Subordinate Companion Loan have been liquidated or the Mortgage Loans
and the Trust Subordinate Companion Loan have been paid in full and the proceeds thereof have been remitted to the Collection Account
except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The Documents
and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [General
Special Servicer] [540 West Madison Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master
Servicer] [General Special Servicer] [540 West Madison Special Servicer] shall keep the Documents separate and distinct from all
other property in the [Master Servicer’s] [General Special Servicer’s] [540 West Madison Special Servicer’s]
possession, custody or control.






 



    Exhibit E-2 


     

    

 


	 	[____________]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Date: _________


 






    Exhibit E-3 


     

    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust Services
(CMBS)


GS Mortgage Securities Trust 2016-GS3


 


GS Mortgage Securities Corporation II

200 West Street


New York, New York, 10282


Attention: Leah Nivison


 


		Re:	Transfer of GS Mortgage Securities Trust 2016-GS3, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS3



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the GS Mortgage Securities Trust
2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3, Class [E][F][G] Certificates issued pursuant to that
certain Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.           The Purchaser is
not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions 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 ERISA), a church plan (as
defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any 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 person acting on behalf of or using the assets
of any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general





 



    Exhibit F-1-1 


     

    




  


account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).



  


2.           The Purchaser understands
that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the Trustee
and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and
will not subject the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Initial Purchasers, the Loan-Specific Initial Purchaser, the Operating Advisor, the Asset Representations
Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall
not be at the expense of the Depositor, the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers,
the Loan-Specific Initial Purchaser or the Trust Fund.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





		Very truly yours,



 


		 
	 	[The Purchaser]








 





		By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 






    Exhibit F-1-2 


     

    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the GS Mortgage Securities Trust 2016-GS3, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS3, Class R Certificates (the “Class R Certificate”) issued
pursuant to that certain Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is
not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions 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 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 (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or
using the assets of a Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) to purchase such Class R Certificate.



 






    Exhibit F-2-1 


     

    

 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





		Very truly yours,



 


	 	[The Purchaser]








 





		By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit F-2-2 


     

    




 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 






    Exhibit G-1 


     

    

 


EXHIBIT H


 


SUPPLEMENTAL SERVICER SCHEDULE


 



    Exhibit H-1 


     

    




 







	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Borrower
    Name	General
    Property Type	Original
    Balance ($)	Origination
    Date	Original
    Amortization Term (Mos.)	Remaining
    Amortization Term (Mos.)	Carve-out
    Guarantor	Letter
    of Credit	Upfront
    RE Tax Reserve ($)	Ongoing
    RE Tax Reserve ($)
	1	4,
    5	65OZ85	GSMC	10
    Hudson Yards	Legacy
    Yards Tenant LP	Office	$87,500,000	8/1/2016	0	0	None	No	$0	$0
	2	6,
    7, 8, 9	9049V6	GSMC	540
    West Madison	540
    West Madison Owner LLC	Office	$87,000,000	9/7/2016	0	0	Joseph
    Mizrachi and David Alcalay	No	$1,243,392	$888,137
	3	9,
    10, 11, 12	4F3745	GSMC	U.S.
    Industrial Portfolio	UB
    (Hannibal), LLC, UB (TA-Sacramento), LLC, UB (TA-Arvada), LLC, UB (Builders First Source), LLC, UB (TA-Pensacola), LLC, UB
    (TA-Tallahassee), LLC, UB (TA-Savannah), LLC, UB (Jade-Illinois), LLC, 

UB (Set-North Vernon), LLC, UB (MVP-Mayfield), LLC,
    UB (Paragon Tech), LLC, UB (Progressive Metal), LLC, UB (SET-New Boston), LLC, UB (Hover-Davis), LLC, UB (Banner Services),
    LLC, UB (Jade-Ohio), LLC, UB (Easley Custom Plastics), LLC, 

UB (MVP-Charleston), LLC, UB (TA-Corpus Christi), LLC, UB (Texas
    Die Casting), LLC, UB II (New WinCup-AZ), LLC, UB II (Santa Fe), LLC, UB II (Sitel), LLC, UB II (Plaid-Decatur), LLC, UB II
    (Plaid-Norcross), LLC, UB II (New WinCup-GA), LLC, UB II (Northwest Mailing), LLC, 

UB II (Ainslie), LLC, UB II (UP-166th St),
    LLC, UB II (UP-Armory), LLC, UB II (WFC), LLC, UB II (Lyons), LLC, UB II (MP Pumps), LLC, UB II (PTI), LLC, UB II (Microfinish),
    LLC, UB II (Oracle), LLC, UB II (Aramsco), LLC, UB II (Angstrom), LLC and UB II (Fitz), LLC	 	$85,000,000	9/1/2016	NAP	NAP	Michael
    W. Brennan, Robert G. Vanecko, Scott D. McKibben, Samuel A. Mandarino, Allen Crosswell, Tod Greenwood and Troy MacMane	No	$0	$0
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.01	 	4F3745	GSMC	Hannibal	 	Industrial	 	 	 	 	 	 	 	 
	3.02	 	4F3745	GSMC	Kraco	 	Industrial	 	 	 	 	 	 	 	 
	3.03	 	4F3745	GSMC	New
    WinCup - Phoenix	 	Industrial	 	 	 	 	 	 	 	 
	3.04	 	4F3745	GSMC	Worlds
    Finest Chocolates	 	Industrial	 	 	 	 	 	 	 	 
	3.05	 	4F3745	GSMC	SET
    - MI	 	Industrial	 	 	 	 	 	 	 	 
	3.06	 	4F3745	GSMC	Plaid
    - Decatur	 	Industrial	 	 	 	 	 	 	 	 
	3.07	 	4F3745	GSMC	Oracle
    Packaging	 	Industrial	 	 	 	 	 	 	 	 
	3.08	 	4F3745	GSMC	TestAmerica
    - West SAC	 	Industrial	 	 	 	 	 	 	 	 
	3.09	 	4F3745	GSMC	TestAmerica
    - Arvada	 	Industrial	 	 	 	 	 	 	 	 
	3.1	 	4F3745	GSMC	Northwest
    Mailing Service	 	Industrial	 	 	 	 	 	 	 	 
	3.11	 	4F3745	GSMC	Lyons	 	Industrial	 	 	 	 	 	 	 	 
	3.12	 	4F3745	GSMC	Wilbert
    Plastics	 	Industrial	 	 	 	 	 	 	 	 
	3.13	 	4F3745	GSMC	Angstrom
    Graphics	 	Industrial	 	 	 	 	 	 	 	 
	3.14	 	4F3745	GSMC	New
    WinCup - Stone Mountain	 	Industrial	 	 	 	 	 	 	 	 
	3.15	 	4F3745	GSMC	Universal
    Pool - Armory	 	Industrial	 	 	 	 	 	 	 	 
	3.16	 	4F3745	GSMC	Jade-Sterling
    - IL	 	Industrial	 	 	 	 	 	 	 	 
	3.17	 	4F3745	GSMC	Plaid
    - Norcross	 	Industrial	 	 	 	 	 	 	 	 
	3.18	 	4F3745	GSMC	Phillips
    and Temro	 	Industrial	 	 	 	 	 	 	 	 
	3.19	 	4F3745	GSMC	TestAmerica
    - Savannah	 	Industrial	 	 	 	 	 	 	 	 
	3.2	 	4F3745	GSMC	Hover-Davis	 	Industrial	 	 	 	 	 	 	 	 
	3.21	 	4F3745	GSMC	Jade-Sterling
    - OH	 	Industrial	 	 	 	 	 	 	 	 
	3.22	 	4F3745	GSMC	Fitz
    Aerospace	 	Industrial	 	 	 	 	 	 	 	 
	3.23	 	4F3745	GSMC	MVP
    Charleston	 	Industrial	 	 	 	 	 	 	 	 
	3.24	 	4F3745	GSMC	Paragon
    Tech	 	Industrial	 	 	 	 	 	 	 	 
	3.25	 	4F3745	GSMC	Aramsco
    and Bulls Eye	 	Industrial	 	 	 	 	 	 	 	 
	3.26	 	4F3745	GSMC	Shale-Inland	 	Industrial	 	 	 	 	 	 	 	 
	3.27	 	4F3745	GSMC	M.P.
    Pumps	 	Industrial	 	 	 	 	 	 	 	 
	3.28	 	4F3745	GSMC	TestAmerica
    - Pensacola	 	Industrial	 	 	 	 	 	 	 	 
	3.29	 	4F3745	GSMC	Microfinish	 	Industrial	 	 	 	 	 	 	 	 
	3.3	 	4F3745	GSMC	MVP
    Mayfield	 	Industrial	 	 	 	 	 	 	 	 
	3.31	 	4F3745	GSMC	Builders
    FirstSource	 	Industrial	 	 	 	 	 	 	 	 
	3.32	 	4F3745	GSMC	Banner	 	Industrial	 	 	 	 	 	 	 	 
	3.33	 	4F3745	GSMC	SET
    - IN	 	Industrial	 	 	 	 	 	 	 	 
	3.34	 	4F3745	GSMC	Progressive
    Metal	 	Industrial	 	 	 	 	 	 	 	 
	3.35	 	4F3745	GSMC	Universal
    Pool - 166th	 	Industrial	 	 	 	 	 	 	 	 
	3.36	 	4F3745	GSMC	SITEL	 	Industrial	 	 	 	 	 	 	 	 
	3.37	 	4F3745	GSMC	TestAmerica
    - Tallahassee	 	Industrial	 	 	 	 	 	 	 	 
	3.38	 	4F3745	GSMC	Texas
    Die Casting	 	Industrial	 	 	 	 	 	 	 	 
	3.39	 	4F3745	GSMC	TestAmerica
    - Corpus Christi	 	Industrial	 	 	 	 	 	 	 	 
	4	9,
    13	05A5V0	GSMC	The
    Falls	The
    Falls Shopping Center Associates LLC	Retail	$70,000,000	8/15/2016	0	0	Simon
    Property Group, L.P.	No	$0	$0
	5	14	4W04K9	GSMC	Hamilton
    Place	Hamilton
    Place CMBS, LLC	Retail	$65,000,000	6/1/2016	360	357	CBL
    & Associates Limited Partnership	No	$1,130,254	$226,051
	6	15	4F37K9	GSMC	Panorama
    Corporate Center	East
    Panorama Associates, LLC	Office	$58,500,000	1/13/2016	0	0	EverWest,
    LLC	No	$0	$284,585
	7	16	4FOAY1	GSMC	Veritas
    Multifamily Pool 1	100
    Broderick, LLC, 1020 Post Street, LLC, 106 Sanchez, LLC, 1126 Bush Street, LLC, 124 Mason Street Property, LLC, 1260 Broadway
    Street, LLC, 1440 Sutter Street, LLC, 1500-1514 Geneva Avenue, LLC, 1520 Gough Street, LLC, 1547 Clay Street, LLC, 1656 Leavenworth
    Street, LLC, 1660 Bay Street, LLC, 1690 North Point, LLC, 1753 Mason Street, LLC, 1801 Gough Street, LLC, 1840 Clay Street,
    LLC, 1855 10th Avenue, LLC, 2038 Divisadero Street, LLC, 2238 Hyde Street, LLC, 2363 Van Ness Avenue, LLC, 2500 Van Ness Avenue,
    LLC, 2600 Van Ness Avenue, LLC, 2975 Van Ness Avenue, LLC, 3210 Gough Street, LLC, 325 9th Avenue, LLC, 3264-3274 Mission
    Street, LLC, 340 Church Street, LLC, 346 Leavenworth Street, LLC, 355 Fulton Street, LLC, 3715 California Street, LLC, 400
    Duboce, LLC, 411 15th Avenue, LLC, 449 O’Farrell Street, LLC, 4540 California Street, LLC, 50 Joice Street, LLC, 500-506
    Bartlett Street, LLC, 520 Buchanan Street, LLC, 540 Leavenworth, LLC, 601 O’Farrell, LLC, 621 Stockton, LLC, 655 Stockton
    Street, LLC, 676 Geary Street, LLC, 691 O’Farrell Street, LLC, 709 Geary Street, LLC, 755 O’Farrell Street, LLC,
    840 California Street, LLC, 845 California Street, LLC, 915 Pierce, LLC, 925 Geary, LLC, 950 B14 DE, LLC, FEL Properties B14
    DE, LLC and LSL Properties B14 DE, LLC	 	$55,250,000	1/29/2016	0	0	Yat-Pang
    Au	No	$1,695,187	$290,399
	7.01	 	4FOAY1	GSMC	645
    Stockton Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.02	 	4FOAY1	GSMC	400
    Duboce Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.03	 	4FOAY1	GSMC	950
    Franklin Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.04	 	4FOAY1	GSMC	1340-1390
    Taylor Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.05	 	4FOAY1	GSMC	601
    O’Farrell Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.06	 	4FOAY1	GSMC	2677
    Larkin Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.07	 	4FOAY1	GSMC	1801
    Gough Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.08	 	4FOAY1	GSMC	845
    California Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.09	 	4FOAY1	GSMC	1290
    20th Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.1	 	4FOAY1	GSMC	78
    Buchanan Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.11	 	4FOAY1	GSMC	1870
    Pacific Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.12	 	4FOAY1	GSMC	500
    Stanyan Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.13	 	4FOAY1	GSMC	540
    Leavenworth Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.14	 	4FOAY1	GSMC	1401
    Jones Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.15	 	4FOAY1	GSMC	676
    Geary Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.16	 	4FOAY1	GSMC	100
    Broderick Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.17	 	4FOAY1	GSMC	2075
    Market Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.18	 	4FOAY1	GSMC	621
    Stockton Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.19	 	4FOAY1	GSMC	1660
    Bay Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.2	 	4FOAY1	GSMC	655
    Stockton Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.21	 	4FOAY1	GSMC	2238
    Hyde Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.22	 	4FOAY1	GSMC	2600
    Van Ness Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.23	 	4FOAY1	GSMC	355
    Fulton Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.24	 	4FOAY1	GSMC	1520
    Gough Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.25	 	4FOAY1	GSMC	1126
    Bush Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.26	 	4FOAY1	GSMC	1547
    Clay Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.27	 	4FOAY1	GSMC	840
    California Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.28	 	4FOAY1	GSMC	925
    Geary Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.29	 	4FOAY1	GSMC	691
    O’Farrell Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.3	 	4FOAY1	GSMC	2363
    Van Ness Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.31	 	4FOAY1	GSMC	1840
    Clay Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.32	 	4FOAY1	GSMC	1020
    Post Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.33	 	4FOAY1	GSMC	2975
    Van Ness Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.34	 	4FOAY1	GSMC	755
    O’Farrell Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.35	 	4FOAY1	GSMC	106
    Sanchez Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.36	 	4FOAY1	GSMC	709
    Geary Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.37	 	4FOAY1	GSMC	1440
    Sutter Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.38	 	4FOAY1	GSMC	1690
    North Point	 	Multifamily	 	 	 	 	 	 	 	 
	7.39	 	4FOAY1	GSMC	1753
    Mason Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.4	 	4FOAY1	GSMC	915
    Pierce Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.41	 	4FOAY1	GSMC	520
    Buchanan Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.42	 	4FOAY1	GSMC	3210
    Gough Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.43	 	4FOAY1	GSMC	124
    Mason Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.44	 	4FOAY1	GSMC	50
    Joice Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.45	 	4FOAY1	GSMC	2038
    Divisadero Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.46	 	4FOAY1	GSMC	340
    Church Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.47	 	4FOAY1	GSMC	411
    15th Avenue	 	Multifamily	 	 	 	 	 	 	 	 


 



     


     


    

 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Borrower
    Name	General
    Property Type	Original
    Balance ($)	Origination
    Date	Original
    Amortization Term (Mos.)	Remaining
    Amortization Term (Mos.)	Carve-out
    Guarantor	Letter
    of Credit	Upfront
    RE Tax Reserve ($)	Ongoing
    RE Tax Reserve ($)
	7.48	 	4FOAY1	GSMC	1855
    10th Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.49	 	4FOAY1	GSMC	1260
    Broadway Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.5	 	4FOAY1	GSMC	449
    O’Farrell Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.51	 	4FOAY1	GSMC	235
    Church Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.52	 	4FOAY1	GSMC	4540
    California Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.53	 	4FOAY1	GSMC	2500
    Van Ness Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.54	 	4FOAY1	GSMC	346
    Leavenworth Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.55	 	4FOAY1	GSMC	3264-3274
    Mission Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.56	 	4FOAY1	GSMC	3715
    California Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.57	 	4FOAY1	GSMC	325
    9th Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	7.58	 	4FOAY1	GSMC	1656
    Leavenworth Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.59	 	4FOAY1	GSMC	252-258
    Church Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.6	 	4FOAY1	GSMC	500-506
    Bartlett Street	 	Multifamily	 	 	 	 	 	 	 	 
	7.61	 	4FOAY1	GSMC	1500-1514
    Geneva Avenue	 	Multifamily	 	 	 	 	 	 	 	 
	8	17	05EDQ4	GSMC	Hilton
    Irvine	18800
    MacArthur HMEJ LLC	Hospitality	$55,000,000	9/1/2016	360	360	Bright
    Builder Int’l Inc. and Hengmao USA Inc.	No	$426,904	$74,228
	9	 	4W1GF5	GSMC	Laredo
    Industrial Portfolio	9575,
    LLC, Card Border, LLC and Southwest Fidelity, LLC	 	$50,050,000	6/8/2016	360	360	George
    Hicker, Robert Wenrich and Bruce E. Tabb	No	$0	$0
	9.01	 	4W1GF5	GSMC	11302
    Eastpoint Drive Buildings A-C	 	Industrial	 	 	 	 	 	 	 	 
	9.02	 	4W1GF5	GSMC	417
    Union Pacific Boulevard	 	Industrial	 	 	 	 	 	 	 	 
	9.03	 	4W1GF5	GSMC	11909
    Hayter Road	 	Industrial	 	 	 	 	 	 	 	 
	9.04	 	4W1GF5	GSMC	505
    Union Pacific Boulevard	 	Industrial	 	 	 	 	 	 	 	 
	9.05	 	4W1GF5	GSMC	418
    Union Pacific Boulevard	 	Industrial	 	 	 	 	 	 	 	 
	9.06	 	4W1GF5	GSMC	11921
    Hayter Road	 	Industrial	 	 	 	 	 	 	 	 
	10	 	653AG0	GSMC	Eagle
    View Apartments	EAB
    DMM 2, LLC	Multifamily	$50,000,000	8/26/2016	360	360	Edward
    Allen Bell	No	$17,059	$17,059
	11	18	7QV1W8	GSMC	Embassy
    Suites Raleigh-Durham Research Triangle	Tucson
    Cary, LLC	Hospitality	$37,520,000	8/5/2016	360	360	Atrium
    Leveraged Loan Fund, LLC	No	$31,266	$31,266
	12	 	4WSSK2	GSMC	Cool
    Springs Commons	Cool
    Springs Commons Office, LLC	Office	$37,000,000	5/20/2016	0	0	Joshua
    L. Martin and Jay Schuminsky	No	$248,693	$49,739
	13	19	TBD	GSMC	Middletown
    Commons	Middletown
    Investment Partners, LLC	Retail	$35,512,500	9/6/2016	360	360	George
    B. Tomlin	No	$140,998	$11,171
	14	20,
    21	TBD	GSMC	Shoppes
    at Rio Grande	Edinburg
    SRGV, LLC	Retail	$32,500,000	9/7/2016	360	360	First
    Hartford Corporation and Neil H. Ellis	No	$267,660	$24,982
	15	18,
    22, 23	6A1BKB-	GSMC	Embassy
    Suites Portland Airport	Tucson
    Portland LLC	Hospitality	$30,000,000	8/5/2016	360	360	Atrium
    Leveraged Loan Fund, LLC	No	$389,616	$43,291
	16	24,
    25, 26	4F0B20	GSMC	Residence
    Inn and SpringHill Suites North Shore	North
    Shore Hospitality Associates, LP and General Robinson Associates, L.P.	 	$22,000,000	2/10/2016	360	354	Shen
    Xiao	No	$0	$76,003
	16.01	 	4F0B20	GSMC	SpringHill
    Suites Pittsburgh North Shore	 	Hospitality	 	 	 	 	 	 	 	 
	16.02	 	4F0B20	GSMC	Residence
    Inn Pittsburgh North Shore	 	Hospitality	 	 	 	 	 	 	 	 
	17	27	4FOB38	GSMC	Veritas
    Multifamily Pool 2	SF
    1050 Post Street, LLC, SF 1301 Leavenworth Street, LLC, SF 267 Green Street, LLC, SF 2898 Jackson Street, LLC, SF 3783 20th
    Street, LLC, 

SF 3809 20th Street, LLC, SF 3820 Scott Street, LLC, SF 434 Leavenworth Street, LLC, SF 600 Oak Street, LLC,
    SF 685 Geary Street, LLC, SF 701 Taylor Street, LLC, 

SF 814 California Street, LLC, SF 861 Post Street, LLC and SF 947 Bush
    Street, LLC	 	$21,000,000	1/29/2016	0	0	Yat-Pang
    Au	No	$530,783	$91,118
	17.01	 	4FOB38	GSMC	701
    Taylor Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.02	 	4FOB38	GSMC	1301
    Leavenworth Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.03	 	4FOB38	GSMC	947
    Bush Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.04	 	4FOB38	GSMC	685
    Geary Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.05	 	4FOB38	GSMC	3809
    20th Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.06	 	4FOB38	GSMC	434
    Leavenworth Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.07	 	4FOB38	GSMC	1050
    Post Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.08	 	4FOB38	GSMC	814
    California Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.09	 	4FOB38	GSMC	267-273
    Green Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.1	 	4FOB38	GSMC	2898
    Jackson Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.11	 	4FOB38	GSMC	3820
    Scott Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.12	 	4FOB38	GSMC	600
    Oak Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.13	 	4FOB38	GSMC	861
    Post Street	 	Multifamily	 	 	 	 	 	 	 	 
	17.14	 	4FOB38	GSMC	3783
    20th Street	 	Multifamily	 	 	 	 	 	 	 	 
	18	 	05EDL5	GSMC	Luton
    Ranch	Luton
    Ranch SC, LP	Retail	$19,325,000	8/30/2016	360	360	Sydney
    J. Hurley, IV	No	$105,419	$11,713
	19	 	4W34T4	GSMC	345
    West 14th Street	New
    345 LLC	Retail	$18,500,000	5/6/2016	0	0	West
    Highland Capital Partners, LLLP	No	$0	$9,161
	20	 	905TJ8	GSMC	Lincoln
    Corners	Rancho
    Harlingen Corners, LLC	Retail	$18,150,000	9/6/2016	360	360	Michel
    Kucinski	No	$249,133	$25,450
	21	 	05EE26	GSMC	South
    Congress	78704
    Partners Ltd.	Mixed
    Use	$16,000,000	8/30/2016	300	300	Stan
    Biderman, Rob Lippincott and Abe Zimmerman	No	$178,170	$19,161
	22	 	4W1GN8	GSMC	South
    Valley Plaza	CP6SV,
    LLC	Retail	$15,950,000	6/8/2016	360	358	Jonathan
    M. Rayden	No	$104,440	$26,110
	23	19	TBD	GSMC	Strong
    Station	Nance
    Road Investment Partners, LLC	Retail	$13,299,000	9/7/2016	360	360	George
    B. Tomlin	No	$7,285	$7,285
	24	 	TBD	GSMC	Rancho
    La Costa	Rancho
    So, LLC	Retail	$12,500,000	9/6/2016	360	360	Walt
    Ordemann and Robert E. Sarafan	No	$48,485	$8,211
	25	 	90AUP1	GSMC	Grand
    Blanc Industrial	7075
    South Dort Highway LLC	Industrial	$11,600,000	9/2/2016	300	300	Kenneth
    L. Sheer and Michael E. Voelker	No	$22,773	$22,773
	26	 	7QUX05	GSMC	Pecos
    Legacy Center	Legacy
    Retail LLC and CK Pecos LLC	Retail	$9,500,000	8/5/2016	360	359	Eric
    Kurtzman and Jonathan Carson	No	$21,519	$7,173
	27	19	TBD	GSMC	Crossings
    of Hoover	Hoover
    Investment Partners, LLC	Retail	$9,023,250	9/7/2016	360	360	George
    B. Tomlin	No	$7,136	$7,136
	28	18	7QV2V9	GSMC	Capitol
    Plaza Hotel Topeka	Tucson
    Topeka LLC	Hospitality	$8,800,000	8/5/2016	360	360	Atrium
    Leveraged Loan Fund, LLC	No	$202,840	$50,710
	29	 	4W5G25	GSMC	Cumberland
    Taylorsville Portfolio	Taylorsville
    (Taylorsville) WMB, LLC and Cookeville (Cumberland) WMB, LLC	 	$8,096,300	6/2/2016	360	357	Stanley
    Werb and Jonathan Gaines	No	$32,527	$6,133
	29.01	 	4W5G25	GSMC	Cumberland
    Station	 	Retail	 	 	 	 	 	 	 	 
	29.02	 	4W5G25	GSMC	Taylorsville
    Shopping Center	 	Retail	 	 	 	 	 	 	 	 
	30	19	TBD	GSMC	Vestavia
    Commons	Vestavia
    Hills Investment Partners, LLC	Retail	$7,973,250	9/7/2016	360	360	George
    B. Tomlin	No	$4,834	$4,834
	31	 	6A1BKB	GSMC	James
    Building	DEW
    James, LLC	Office	$7,280,000	7/15/2016	360	359	Amy
    Enderle, James K. White, III and Hiren S. Desai	No	$78,463	$11,209
	32	 	4WK5X6	GSMC	Ralston
    Plaza Shopping Center	Ralston
    Plaza Shopping Center LLC	Retail	$5,250,000	6/23/2016	300	298	Robert
    D. Nostrand, James A. Rubin and Steven S. Gittelman	No	$21,405	$10,702
	33	 	653EC5	GSMC	River
    Ridge Shopping Center	Clemmons
    River Ridge, LLC	Retail	$5,035,000	7/21/2016	360	359	Vasile
    D. Ianos, William Johnson and James Branca	No	$35,012	$4,377
	34	 	4W3ZV5	GSMC	Central
    Parc at Heathrow	Central
    Parc at Heathrow, LLC	Retail	$3,750,000	6/3/2016	360	357	Miguel
    de Arcos, Gino Della Cava and Linda M. Nori Revocable Trust UTD Dated March 29, 2011	No	$27,451	$5,490


 



     


     


    

 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Upfront
    Insurance Reserve ($)	Ongoing
    Insurance Reserve ($)	Upfront
    Replacement Reserve ($)	Ongoing
    Replacement Reserve ($)	Replacement
    Reserve Caps ($)	Upfront
    TI/LC Reserve ($)	Ongoing
    TI/LC Reserve ($)	TI/LC
    Caps ($)	Upfront
    Debt Service Reserve ($)
	1	4,
    5	65OZ85	GSMC	10
    Hudson Yards	$0	$0	$0	$0	$0	$34,414,188	$0	$0	$0
	2	6,
    7, 8, 9	9049V6	GSMC	540
    West Madison	$356,002	$32,364	$0	$0	$0	$0	$0	$0	$0
	3	9,
    10, 11, 12	4F3745	GSMC	U.S.
    Industrial Portfolio	$0	$0	$1,259,746	$0	$1,259,746	$3,000,000	$0	$4,500,000	$0
	3.01	 	4F3745	GSMC	Hannibal	 	 	 	 	 	 	 	 	 
	3.02	 	4F3745	GSMC	Kraco	 	 	 	 	 	 	 	 	 
	3.03	 	4F3745	GSMC	New
    WinCup - Phoenix	 	 	 	 	 	 	 	 	 
	3.04	 	4F3745	GSMC	Worlds
    Finest Chocolates	 	 	 	 	 	 	 	 	 
	3.05	 	4F3745	GSMC	SET
    - MI	 	 	 	 	 	 	 	 	 
	3.06	 	4F3745	GSMC	Plaid
    - Decatur	 	 	 	 	 	 	 	 	 
	3.07	 	4F3745	GSMC	Oracle
    Packaging	 	 	 	 	 	 	 	 	 
	3.08	 	4F3745	GSMC	TestAmerica
    - West SAC	 	 	 	 	 	 	 	 	 
	3.09	 	4F3745	GSMC	TestAmerica
    - Arvada	 	 	 	 	 	 	 	 	 
	3.1	 	4F3745	GSMC	Northwest
    Mailing Service	 	 	 	 	 	 	 	 	 
	3.11	 	4F3745	GSMC	Lyons	 	 	 	 	 	 	 	 	 
	3.12	 	4F3745	GSMC	Wilbert
    Plastics	 	 	 	 	 	 	 	 	 
	3.13	 	4F3745	GSMC	Angstrom
    Graphics	 	 	 	 	 	 	 	 	 
	3.14	 	4F3745	GSMC	New
    WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 
	3.15	 	4F3745	GSMC	Universal
    Pool - Armory	 	 	 	 	 	 	 	 	 
	3.16	 	4F3745	GSMC	Jade-Sterling
    - IL	 	 	 	 	 	 	 	 	 
	3.17	 	4F3745	GSMC	Plaid
    - Norcross	 	 	 	 	 	 	 	 	 
	3.18	 	4F3745	GSMC	Phillips
    and Temro	 	 	 	 	 	 	 	 	 
	3.19	 	4F3745	GSMC	TestAmerica
    - Savannah	 	 	 	 	 	 	 	 	 
	3.2	 	4F3745	GSMC	Hover-Davis	 	 	 	 	 	 	 	 	 
	3.21	 	4F3745	GSMC	Jade-Sterling
    - OH	 	 	 	 	 	 	 	 	 
	3.22	 	4F3745	GSMC	Fitz
    Aerospace	 	 	 	 	 	 	 	 	 
	3.23	 	4F3745	GSMC	MVP
    Charleston	 	 	 	 	 	 	 	 	 
	3.24	 	4F3745	GSMC	Paragon
    Tech	 	 	 	 	 	 	 	 	 
	3.25	 	4F3745	GSMC	Aramsco
    and Bulls Eye	 	 	 	 	 	 	 	 	 
	3.26	 	4F3745	GSMC	Shale-Inland	 	 	 	 	 	 	 	 	 
	3.27	 	4F3745	GSMC	M.P.
    Pumps	 	 	 	 	 	 	 	 	 
	3.28	 	4F3745	GSMC	TestAmerica
    - Pensacola	 	 	 	 	 	 	 	 	 
	3.29	 	4F3745	GSMC	Microfinish	 	 	 	 	 	 	 	 	 
	3.3	 	4F3745	GSMC	MVP
    Mayfield	 	 	 	 	 	 	 	 	 
	3.31	 	4F3745	GSMC	Builders
    FirstSource	 	 	 	 	 	 	 	 	 
	3.32	 	4F3745	GSMC	Banner	 	 	 	 	 	 	 	 	 
	3.33	 	4F3745	GSMC	SET
    - IN	 	 	 	 	 	 	 	 	 
	3.34	 	4F3745	GSMC	Progressive
    Metal	 	 	 	 	 	 	 	 	 
	3.35	 	4F3745	GSMC	Universal
    Pool - 166th	 	 	 	 	 	 	 	 	 
	3.36	 	4F3745	GSMC	SITEL	 	 	 	 	 	 	 	 	 
	3.37	 	4F3745	GSMC	TestAmerica
    - Tallahassee	 	 	 	 	 	 	 	 	 
	3.38	 	4F3745	GSMC	Texas
    Die Casting	 	 	 	 	 	 	 	 	 
	3.39	 	4F3745	GSMC	TestAmerica
    - Corpus Christi	 	 	 	 	 	 	 	 	 
	4	9,
    13	05A5V0	GSMC	The
    Falls	$0	$0	$0	$0	$335,803	$0	$0	$2,098,768	$0
	5	14	4W04K9	GSMC	Hamilton
    Place	$0	$0	$0	$13,686	$328,474	$0	$32,587	$782,082	$0
	6	15	4F37K9	GSMC	Panorama
    Corporate Center	$0	$0	$2,499,287	$13,011	$2,967,676	$15,989,354	$0	$0	$0
	7	16	4FOAY1	GSMC	Veritas
    Multifamily Pool 1	$0	$0	$19,000,000	$43,150	$0	$0	$0	$0	$0
	7.01	 	4FOAY1	GSMC	645
    Stockton Street	 	 	 	 	 	 	 	 	 
	7.02	 	4FOAY1	GSMC	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 
	7.03	 	4FOAY1	GSMC	950
    Franklin Street	 	 	 	 	 	 	 	 	 
	7.04	 	4FOAY1	GSMC	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 
	7.05	 	4FOAY1	GSMC	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 
	7.06	 	4FOAY1	GSMC	2677
    Larkin Street	 	 	 	 	 	 	 	 	 
	7.07	 	4FOAY1	GSMC	1801
    Gough Street	 	 	 	 	 	 	 	 	 
	7.08	 	4FOAY1	GSMC	845
    California Street	 	 	 	 	 	 	 	 	 
	7.09	 	4FOAY1	GSMC	1290
    20th Avenue	 	 	 	 	 	 	 	 	 
	7.1	 	4FOAY1	GSMC	78
    Buchanan Street	 	 	 	 	 	 	 	 	 
	7.11	 	4FOAY1	GSMC	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 
	7.12	 	4FOAY1	GSMC	500
    Stanyan Street	 	 	 	 	 	 	 	 	 
	7.13	 	4FOAY1	GSMC	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	7.14	 	4FOAY1	GSMC	1401
    Jones Street	 	 	 	 	 	 	 	 	 
	7.15	 	4FOAY1	GSMC	676
    Geary Street	 	 	 	 	 	 	 	 	 
	7.16	 	4FOAY1	GSMC	100
    Broderick Street	 	 	 	 	 	 	 	 	 
	7.17	 	4FOAY1	GSMC	2075
    Market Street	 	 	 	 	 	 	 	 	 
	7.18	 	4FOAY1	GSMC	621
    Stockton Street	 	 	 	 	 	 	 	 	 
	7.19	 	4FOAY1	GSMC	1660
    Bay Street	 	 	 	 	 	 	 	 	 
	7.2	 	4FOAY1	GSMC	655
    Stockton Street	 	 	 	 	 	 	 	 	 
	7.21	 	4FOAY1	GSMC	2238
    Hyde Street	 	 	 	 	 	 	 	 	 
	7.22	 	4FOAY1	GSMC	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 
	7.23	 	4FOAY1	GSMC	355
    Fulton Street	 	 	 	 	 	 	 	 	 
	7.24	 	4FOAY1	GSMC	1520
    Gough Street	 	 	 	 	 	 	 	 	 
	7.25	 	4FOAY1	GSMC	1126
    Bush Street	 	 	 	 	 	 	 	 	 
	7.26	 	4FOAY1	GSMC	1547
    Clay Street	 	 	 	 	 	 	 	 	 
	7.27	 	4FOAY1	GSMC	840
    California Street	 	 	 	 	 	 	 	 	 
	7.28	 	4FOAY1	GSMC	925
    Geary Street	 	 	 	 	 	 	 	 	 
	7.29	 	4FOAY1	GSMC	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 
	7.3	 	4FOAY1	GSMC	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 
	7.31	 	4FOAY1	GSMC	1840
    Clay Street	 	 	 	 	 	 	 	 	 
	7.32	 	4FOAY1	GSMC	1020
    Post Street	 	 	 	 	 	 	 	 	 
	7.33	 	4FOAY1	GSMC	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 
	7.34	 	4FOAY1	GSMC	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 
	7.35	 	4FOAY1	GSMC	106
    Sanchez Street	 	 	 	 	 	 	 	 	 
	7.36	 	4FOAY1	GSMC	709
    Geary Street	 	 	 	 	 	 	 	 	 
	7.37	 	4FOAY1	GSMC	1440
    Sutter Street	 	 	 	 	 	 	 	 	 
	7.38	 	4FOAY1	GSMC	1690
    North Point	 	 	 	 	 	 	 	 	 
	7.39	 	4FOAY1	GSMC	1753
    Mason Street	 	 	 	 	 	 	 	 	 
	7.4	 	4FOAY1	GSMC	915
    Pierce Street	 	 	 	 	 	 	 	 	 
	7.41	 	4FOAY1	GSMC	520
    Buchanan Street	 	 	 	 	 	 	 	 	 
	7.42	 	4FOAY1	GSMC	3210
    Gough Street	 	 	 	 	 	 	 	 	 
	7.43	 	4FOAY1	GSMC	124
    Mason Street	 	 	 	 	 	 	 	 	 
	7.44	 	4FOAY1	GSMC	50
    Joice Street	 	 	 	 	 	 	 	 	 
	7.45	 	4FOAY1	GSMC	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 
	7.46	 	4FOAY1	GSMC	340
    Church Street	 	 	 	 	 	 	 	 	 
	7.47	 	4FOAY1	GSMC	411
    15th Avenue	 	 	 	 	 	 	 	 	 


 



     


     


    
 

	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Upfront
    Insurance Reserve ($)	Ongoing
    Insurance Reserve ($)	Upfront
    Replacement Reserve ($)	Ongoing
    Replacement Reserve ($)	Replacement
    Reserve Caps ($)	Upfront
    TI/LC Reserve ($)	Ongoing
    TI/LC Reserve ($)	TI/LC
    Caps ($)	Upfront
    Debt Service Reserve ($)
	7.48	 	4FOAY1	GSMC	1855
    10th Avenue	 	 	 	 	 	 	 	 	 
	7.49	 	4FOAY1	GSMC	1260
    Broadway Street	 	 	 	 	 	 	 	 	 
	7.5	 	4FOAY1	GSMC	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 
	7.51	 	4FOAY1	GSMC	235
    Church Street	 	 	 	 	 	 	 	 	 
	7.52	 	4FOAY1	GSMC	4540
    California Street	 	 	 	 	 	 	 	 	 
	7.53	 	4FOAY1	GSMC	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 
	7.54	 	4FOAY1	GSMC	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	7.55	 	4FOAY1	GSMC	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 
	7.56	 	4FOAY1	GSMC	3715
    California Street	 	 	 	 	 	 	 	 	 
	7.57	 	4FOAY1	GSMC	325
    9th Avenue	 	 	 	 	 	 	 	 	 
	7.58	 	4FOAY1	GSMC	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	7.59	 	4FOAY1	GSMC	252-258
    Church Street	 	 	 	 	 	 	 	 	 
	7.6	 	4FOAY1	GSMC	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 
	7.61	 	4FOAY1	GSMC	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 
	8	17	05EDQ4	GSMC	Hilton
    Irvine	$17,554	$17,554	$0	$31,373	$0	$0	$0	$0	$0
	9	 	4W1GF5	GSMC	Laredo
    Industrial Portfolio	$0	$0	$1,200,000	$13,520	$811,229	$0	$28,168	$1,014,036	$0
	9.01	 	4W1GF5	GSMC	11302
    Eastpoint Drive Buildings A-C	 	 	 	 	 	 	 	 	 
	9.02	 	4W1GF5	GSMC	417
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 
	9.03	 	4W1GF5	GSMC	11909
    Hayter Road	 	 	 	 	 	 	 	 	 
	9.04	 	4W1GF5	GSMC	505
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 
	9.05	 	4W1GF5	GSMC	418
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 
	9.06	 	4W1GF5	GSMC	11921
    Hayter Road	 	 	 	 	 	 	 	 	 
	10	 	653AG0	GSMC	Eagle
    View Apartments	$135,590	$15,066	$0	$6,980	$0	$0	$0	$0	$0
	11	18	7QV1W8	GSMC	Embassy
    Suites Raleigh-Durham Research Triangle	$0	$0	$0	$16,351	$0	$0	$0	$0	$0
	12	 	4WSSK2	GSMC	Cool
    Springs Commons	$9,645	$4,823	$70,400	$5,783	$208,171	$0	$50,283	$2,111,879	$0
	13	19	TBD	GSMC	Middletown
    Commons	$0	$0	$0	$2,954	$177,256	$0	$8,333	$300,000	$0
	14	20,
    21	TBD	GSMC	Shoppes
    at Rio Grande	$0	$0	$0	$5,923	$0	$0	$8,333	$500,000	$0
	15	18,
    22, 23	6A1BKB-	GSMC	Embassy
    Suites Portland Airport	$0	$0	$0	$26,056	$0	$0	$0	$0	$0
	16	24,
    25, 26	4F0B20	GSMC	Residence
    Inn and SpringHill Suites North Shore	$0	$0	$0	$63,396	$0	$0	$0	$0	$0
	16.01	 	4F0B20	GSMC	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 
	16.02	 	4F0B20	GSMC	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 
	17	27	4FOB38	GSMC	Veritas
    Multifamily Pool 2	$0	$0	$3,000,000	$10,750	$0	$0	$0	$0	$0
	17.01	 	4FOB38	GSMC	701
    Taylor Street	 	 	 	 	 	 	 	 	 
	17.02	 	4FOB38	GSMC	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	17.03	 	4FOB38	GSMC	947
    Bush Street	 	 	 	 	 	 	 	 	 
	17.04	 	4FOB38	GSMC	685
    Geary Street	 	 	 	 	 	 	 	 	 
	17.05	 	4FOB38	GSMC	3809
    20th Street	 	 	 	 	 	 	 	 	 
	17.06	 	4FOB38	GSMC	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	17.07	 	4FOB38	GSMC	1050
    Post Street	 	 	 	 	 	 	 	 	 
	17.08	 	4FOB38	GSMC	814
    California Street	 	 	 	 	 	 	 	 	 
	17.09	 	4FOB38	GSMC	267-273
    Green Street	 	 	 	 	 	 	 	 	 
	17.1	 	4FOB38	GSMC	2898
    Jackson Street	 	 	 	 	 	 	 	 	 
	17.11	 	4FOB38	GSMC	3820
    Scott Street	 	 	 	 	 	 	 	 	 
	17.12	 	4FOB38	GSMC	600
    Oak Street	 	 	 	 	 	 	 	 	 
	17.13	 	4FOB38	GSMC	861
    Post Street	 	 	 	 	 	 	 	 	 
	17.14	 	4FOB38	GSMC	3783
    20th Street	 	 	 	 	 	 	 	 	 
	18	 	05EDL5	GSMC	Luton
    Ranch	$0	$0	$0	$1,518	$0	$0	$8,094	$364,215	$0
	19	 	4W34T4	GSMC	345
    West 14th Street	$27,458	$3,051	$0	$175	$0	$0	$0	$0	$0
	20	 	905TJ8	GSMC	Lincoln
    Corners	$0	$0	$0	$2,769	$100,000	$0	$8,333	$300,000	$0
	21	 	05EE26	GSMC	South
    Congress	$8,828	$2,207	$0	$454	$0	$0	$0	$0	$0
	22	 	4W1GN8	GSMC	South
    Valley Plaza	$0	$0	$0	$3,485	$0	$0	$8,411	$302,799	$0
	23	19	TBD	GSMC	Strong
    Station	$0	$0	$0	$1,199	$71,955	$0	$0	$0	$0
	24	 	TBD	GSMC	Rancho
    La Costa	$0	$0	$0	$571	$0	$0	$2,282	$82,152	$0
	25	 	90AUP1	GSMC	Grand
    Blanc Industrial	$0	$0	$0	$11,127	$0	$0	$13,908	$830,000	$0
	26	 	7QUX05	GSMC	Pecos
    Legacy Center	$977	$977	$0	$2,337	$0	$0	$5,701	$330,000	$0
	27	19	TBD	GSMC	Crossings
    of Hoover	$0	$0	$0	$472	$28,324	$0	$3,147	$151,060	$0
	28	18	7QV2V9	GSMC	Capitol
    Plaza Hotel Topeka	$0	$0	$0	$5,661	$0	$0	$0	$0	$0
	29	 	4W5G25	GSMC	Cumberland
    Taylorsville Portfolio	$0	$0	$0	$1,547	$0	$250,000	$0	$250,000	$0
	29.01	 	4W5G25	GSMC	Cumberland
    Station	 	 	 	 	 	 	 	 	 
	29.02	 	4W5G25	GSMC	Taylorsville
    Shopping Center	 	 	 	 	 	 	 	 	 
	30	19	TBD	GSMC	Vestavia
    Commons	$0	$0	$0	$426	$25,560	$0	$2,840	$136,320	$0
	31	 	6A1BKB	GSMC	James
    Building	$0	$0	$0	$3,182	$0	$250,000	$10,417	$375,000	$0
	32	 	4WK5X6	GSMC	Ralston
    Plaza Shopping Center	$0	$0	$0	$1,160	$60,000	$75,000	$2,500	$200,000	$0
	33	 	653EC5	GSMC	River
    Ridge Shopping Center	$1,822	$607	$0	$1,882	$0	$100,000	$2,917	$250,000	$0
	34	 	4W3ZV5	GSMC	Central
    Parc at Heathrow	$7,163	$796	$0	$235	$0	$100,000	$0	$100,000	$0


 



     


     


    

 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Ongoing
    Debt Service Reserve ($)	Upfront
    Deferred Maintenance Reserve ($)	Ongoing
    Deferred Maintenance Reserve ($)	Upfront
    Environmental Reserve ($)	Ongoing
    Environmental Reserve ($)	Upfront
    Other Reserve ($)	Ongoing
    Other Reserve ($)	Other
    Reserve Description	Grace
    Period- Default
	1	4,
    5	65OZ85	GSMC	10
    Hudson Yards	$0	$0	$0	$0	$0	$125,129,752	$0	Remaining
    Construction Work Reserve ($90,969,679), Free Rent Reserve ($34,160,073)	0
	2	6,
    7, 8, 9	9049V6	GSMC	540
    West Madison	$0	$0	$0	$0	$0	$40,566,832	$0	Unfunded
    Obligations Reserve ($23,258,542), Free Rent Reserve ($17,308,290)	0
	3	9,
    10, 11, 12	4F3745	GSMC	U.S.
    Industrial Portfolio	$0	$0	$0	$0	$0	$5,816,966	$0	Plaid
    Expansion Construction Reserve	0
	3.01	 	4F3745	GSMC	Hannibal	 	 	 	 	 	 	 	 	 
	3.02	 	4F3745	GSMC	Kraco	 	 	 	 	 	 	 	 	 
	3.03	 	4F3745	GSMC	New
    WinCup - Phoenix	 	 	 	 	 	 	 	 	 
	3.04	 	4F3745	GSMC	Worlds
    Finest Chocolates	 	 	 	 	 	 	 	 	 
	3.05	 	4F3745	GSMC	SET
    - MI	 	 	 	 	 	 	 	 	 
	3.06	 	4F3745	GSMC	Plaid
    - Decatur	 	 	 	 	 	 	 	 	 
	3.07	 	4F3745	GSMC	Oracle
    Packaging	 	 	 	 	 	 	 	 	 
	3.08	 	4F3745	GSMC	TestAmerica
    - West SAC	 	 	 	 	 	 	 	 	 
	3.09	 	4F3745	GSMC	TestAmerica
    - Arvada	 	 	 	 	 	 	 	 	 
	3.1	 	4F3745	GSMC	Northwest
    Mailing Service	 	 	 	 	 	 	 	 	 
	3.11	 	4F3745	GSMC	Lyons	 	 	 	 	 	 	 	 	 
	3.12	 	4F3745	GSMC	Wilbert
    Plastics	 	 	 	 	 	 	 	 	 
	3.13	 	4F3745	GSMC	Angstrom
    Graphics	 	 	 	 	 	 	 	 	 
	3.14	 	4F3745	GSMC	New
    WinCup - Stone Mountain	 	 	 	 	 	 	 	 	 
	3.15	 	4F3745	GSMC	Universal
    Pool - Armory	 	 	 	 	 	 	 	 	 
	3.16	 	4F3745	GSMC	Jade-Sterling
    - IL	 	 	 	 	 	 	 	 	 
	3.17	 	4F3745	GSMC	Plaid
    - Norcross	 	 	 	 	 	 	 	 	 
	3.18	 	4F3745	GSMC	Phillips
    and Temro	 	 	 	 	 	 	 	 	 
	3.19	 	4F3745	GSMC	TestAmerica
    - Savannah	 	 	 	 	 	 	 	 	 
	3.2	 	4F3745	GSMC	Hover-Davis	 	 	 	 	 	 	 	 	 
	3.21	 	4F3745	GSMC	Jade-Sterling
    - OH	 	 	 	 	 	 	 	 	 
	3.22	 	4F3745	GSMC	Fitz
    Aerospace	 	 	 	 	 	 	 	 	 
	3.23	 	4F3745	GSMC	MVP
    Charleston	 	 	 	 	 	 	 	 	 
	3.24	 	4F3745	GSMC	Paragon
    Tech	 	 	 	 	 	 	 	 	 
	3.25	 	4F3745	GSMC	Aramsco
    and Bulls Eye	 	 	 	 	 	 	 	 	 
	3.26	 	4F3745	GSMC	Shale-Inland	 	 	 	 	 	 	 	 	 
	3.27	 	4F3745	GSMC	M.P.
    Pumps	 	 	 	 	 	 	 	 	 
	3.28	 	4F3745	GSMC	TestAmerica
    - Pensacola	 	 	 	 	 	 	 	 	 
	3.29	 	4F3745	GSMC	Microfinish	 	 	 	 	 	 	 	 	 
	3.3	 	4F3745	GSMC	MVP
    Mayfield	 	 	 	 	 	 	 	 	 
	3.31	 	4F3745	GSMC	Builders
    FirstSource	 	 	 	 	 	 	 	 	 
	3.32	 	4F3745	GSMC	Banner	 	 	 	 	 	 	 	 	 
	3.33	 	4F3745	GSMC	SET
    - IN	 	 	 	 	 	 	 	 	 
	3.34	 	4F3745	GSMC	Progressive
    Metal	 	 	 	 	 	 	 	 	 
	3.35	 	4F3745	GSMC	Universal
    Pool - 166th	 	 	 	 	 	 	 	 	 
	3.36	 	4F3745	GSMC	SITEL	 	 	 	 	 	 	 	 	 
	3.37	 	4F3745	GSMC	TestAmerica
    - Tallahassee	 	 	 	 	 	 	 	 	 
	3.38	 	4F3745	GSMC	Texas
    Die Casting	 	 	 	 	 	 	 	 	 
	3.39	 	4F3745	GSMC	TestAmerica
    - Corpus Christi	 	 	 	 	 	 	 	 	 
	4	9,
    13	05A5V0	GSMC	The
    Falls	$0	$0	$0	$0	$0	$0	$0	 	5
	5	14	4W04K9	GSMC	Hamilton
    Place	$0	$0	$0	$0	$0	$0	$0	 	0
	6	15	4F37K9	GSMC	Panorama
    Corporate Center	$0	$0	$0	$0	$0	$9,780,120	$0	Rent
    Gap/Free Rent Reserve ($8,382,085.45), RTD Escrow Refurbishment Credit ($1,152,158), Capital Projects Reserve ($245,876.36)	0
	7	16	4FOAY1	GSMC	Veritas
    Multifamily Pool 1	$0	$658,722	$0	$0	$0	$0	$0	 	0
	7.01	 	4FOAY1	GSMC	645
    Stockton Street	 	 	 	 	 	 	 	 	 
	7.02	 	4FOAY1	GSMC	400
    Duboce Avenue	 	 	 	 	 	 	 	 	 
	7.03	 	4FOAY1	GSMC	950
    Franklin Street	 	 	 	 	 	 	 	 	 
	7.04	 	4FOAY1	GSMC	1340-1390
    Taylor Street	 	 	 	 	 	 	 	 	 
	7.05	 	4FOAY1	GSMC	601
    O’Farrell Street	 	 	 	 	 	 	 	 	 
	7.06	 	4FOAY1	GSMC	2677
    Larkin Street	 	 	 	 	 	 	 	 	 
	7.07	 	4FOAY1	GSMC	1801
    Gough Street	 	 	 	 	 	 	 	 	 
	7.08	 	4FOAY1	GSMC	845
    California Street	 	 	 	 	 	 	 	 	 
	7.09	 	4FOAY1	GSMC	1290
    20th Avenue	 	 	 	 	 	 	 	 	 
	7.1	 	4FOAY1	GSMC	78
    Buchanan Street	 	 	 	 	 	 	 	 	 
	7.11	 	4FOAY1	GSMC	1870
    Pacific Avenue	 	 	 	 	 	 	 	 	 
	7.12	 	4FOAY1	GSMC	500
    Stanyan Street	 	 	 	 	 	 	 	 	 
	7.13	 	4FOAY1	GSMC	540
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	7.14	 	4FOAY1	GSMC	1401
    Jones Street	 	 	 	 	 	 	 	 	 
	7.15	 	4FOAY1	GSMC	676
    Geary Street	 	 	 	 	 	 	 	 	 
	7.16	 	4FOAY1	GSMC	100
    Broderick Street	 	 	 	 	 	 	 	 	 
	7.17	 	4FOAY1	GSMC	2075
    Market Street	 	 	 	 	 	 	 	 	 
	7.18	 	4FOAY1	GSMC	621
    Stockton Street	 	 	 	 	 	 	 	 	 
	7.19	 	4FOAY1	GSMC	1660
    Bay Street	 	 	 	 	 	 	 	 	 
	7.2	 	4FOAY1	GSMC	655
    Stockton Street	 	 	 	 	 	 	 	 	 
	7.21	 	4FOAY1	GSMC	2238
    Hyde Street	 	 	 	 	 	 	 	 	 
	7.22	 	4FOAY1	GSMC	2600
    Van Ness Avenue	 	 	 	 	 	 	 	 	 
	7.23	 	4FOAY1	GSMC	355
    Fulton Street	 	 	 	 	 	 	 	 	 
	7.24	 	4FOAY1	GSMC	1520
    Gough Street	 	 	 	 	 	 	 	 	 
	7.25	 	4FOAY1	GSMC	1126
    Bush Street	 	 	 	 	 	 	 	 	 
	7.26	 	4FOAY1	GSMC	1547
    Clay Street	 	 	 	 	 	 	 	 	 
	7.27	 	4FOAY1	GSMC	840
    California Street	 	 	 	 	 	 	 	 	 
	7.28	 	4FOAY1	GSMC	925
    Geary Street	 	 	 	 	 	 	 	 	 
	7.29	 	4FOAY1	GSMC	691
    O’Farrell Street	 	 	 	 	 	 	 	 	 
	7.3	 	4FOAY1	GSMC	2363
    Van Ness Avenue	 	 	 	 	 	 	 	 	 
	7.31	 	4FOAY1	GSMC	1840
    Clay Street	 	 	 	 	 	 	 	 	 
	7.32	 	4FOAY1	GSMC	1020
    Post Street	 	 	 	 	 	 	 	 	 
	7.33	 	4FOAY1	GSMC	2975
    Van Ness Avenue	 	 	 	 	 	 	 	 	 
	7.34	 	4FOAY1	GSMC	755
    O’Farrell Street	 	 	 	 	 	 	 	 	 
	7.35	 	4FOAY1	GSMC	106
    Sanchez Street	 	 	 	 	 	 	 	 	 
	7.36	 	4FOAY1	GSMC	709
    Geary Street	 	 	 	 	 	 	 	 	 
	7.37	 	4FOAY1	GSMC	1440
    Sutter Street	 	 	 	 	 	 	 	 	 
	7.38	 	4FOAY1	GSMC	1690
    North Point	 	 	 	 	 	 	 	 	 
	7.39	 	4FOAY1	GSMC	1753
    Mason Street	 	 	 	 	 	 	 	 	 
	7.4	 	4FOAY1	GSMC	915
    Pierce Street	 	 	 	 	 	 	 	 	 
	7.41	 	4FOAY1	GSMC	520
    Buchanan Street	 	 	 	 	 	 	 	 	 
	7.42	 	4FOAY1	GSMC	3210
    Gough Street	 	 	 	 	 	 	 	 	 
	7.43	 	4FOAY1	GSMC	124
    Mason Street	 	 	 	 	 	 	 	 	 
	7.44	 	4FOAY1	GSMC	50
    Joice Street	 	 	 	 	 	 	 	 	 
	7.45	 	4FOAY1	GSMC	2038
    Divisadero Street	 	 	 	 	 	 	 	 	 
	7.46	 	4FOAY1	GSMC	340
    Church Street	 	 	 	 	 	 	 	 	 
	7.47	 	4FOAY1	GSMC	411
    15th Avenue	 	 	 	 	 	 	 	 	 


 



     


     


    

 


	GS3	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Ongoing
    Debt Service Reserve ($)	Upfront
    Deferred Maintenance Reserve ($)	Ongoing
    Deferred Maintenance Reserve ($)	Upfront
    Environmental Reserve ($)	Ongoing
    Environmental Reserve ($)	Upfront
    Other Reserve ($)	Ongoing
    Other Reserve ($)	Other
    Reserve Description	Grace
    Period- Default
	7.48	 	4FOAY1	GSMC	1855
    10th Avenue	 	 	 	 	 	 	 	 	 
	7.49	 	4FOAY1	GSMC	1260
    Broadway Street	 	 	 	 	 	 	 	 	 
	7.5	 	4FOAY1	GSMC	449
    O’Farrell Street	 	 	 	 	 	 	 	 	 
	7.51	 	4FOAY1	GSMC	235
    Church Street	 	 	 	 	 	 	 	 	 
	7.52	 	4FOAY1	GSMC	4540
    California Street	 	 	 	 	 	 	 	 	 
	7.53	 	4FOAY1	GSMC	2500
    Van Ness Avenue	 	 	 	 	 	 	 	 	 
	7.54	 	4FOAY1	GSMC	346
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	7.55	 	4FOAY1	GSMC	3264-3274
    Mission Street	 	 	 	 	 	 	 	 	 
	7.56	 	4FOAY1	GSMC	3715
    California Street	 	 	 	 	 	 	 	 	 
	7.57	 	4FOAY1	GSMC	325
    9th Avenue	 	 	 	 	 	 	 	 	 
	7.58	 	4FOAY1	GSMC	1656
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	7.59	 	4FOAY1	GSMC	252-258
    Church Street	 	 	 	 	 	 	 	 	 
	7.6	 	4FOAY1	GSMC	500-506
    Bartlett Street	 	 	 	 	 	 	 	 	 
	7.61	 	4FOAY1	GSMC	1500-1514
    Geneva Avenue	 	 	 	 	 	 	 	 	 
	8	17	05EDQ4	GSMC	Hilton
    Irvine	$0	$367,536	$0	$0	$0	$0	$0	 	0
	9	 	4W1GF5	GSMC	Laredo
    Industrial Portfolio	$0	$0	$0	$0	$0	$0	$0	 	0
	9.01	 	4W1GF5	GSMC	11302
    Eastpoint Drive Buildings A-C	 	 	 	 	 	 	 	 	 
	9.02	 	4W1GF5	GSMC	417
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 
	9.03	 	4W1GF5	GSMC	11909
    Hayter Road	 	 	 	 	 	 	 	 	 
	9.04	 	4W1GF5	GSMC	505
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 
	9.05	 	4W1GF5	GSMC	418
    Union Pacific Boulevard	 	 	 	 	 	 	 	 	 
	9.06	 	4W1GF5	GSMC	11921
    Hayter Road	 	 	 	 	 	 	 	 	 
	10	 	653AG0	GSMC	Eagle
    View Apartments	$0	$0	$0	$0	$0	$0	$0	 	0
	11	18	7QV1W8	GSMC	Embassy
    Suites Raleigh-Durham Research Triangle	$0	$0	$0	$0	$0	$10,500,000	$0	PIP
    Reserve	0
	12	 	4WSSK2	GSMC	Cool
    Springs Commons	$0	$329,600	$0	$0	$0	$2,500,693	$0	Critical
    Tenant Reserve	0
	13	19	TBD	GSMC	Middletown
    Commons	$0	$0	$0	$0	$0	$0	$0	 	0
	14	20,
    21	TBD	GSMC	Shoppes
    at Rio Grande	$0	$0	$0	$0	$0	$1,100,000	$0	Earnout
    Initial Deposit Amount	0
	15	18,
    22, 23	6A1BKB-	GSMC	Embassy
    Suites Portland Airport	$0	$0	$0	$0	$0	$62,500	$275,000	Ground
    Lease Reserve ($62,500), Monthly PIP Work Reserve ($275,000)	0
	16	24,
    25, 26	4F0B20	GSMC	Residence
    Inn and SpringHill Suites North Shore	$0	$0	$0	$0	$0	$4,180,000	$0	PIP
    Reserve ($2,140,000 SpringHill Suites, $2,040,000 Residence Inn)	0
	16.01	 	4F0B20	GSMC	SpringHill
    Suites Pittsburgh North Shore	 	 	 	 	 	 	 	 	 
	16.02	 	4F0B20	GSMC	Residence
    Inn Pittsburgh North Shore	 	 	 	 	 	 	 	 	 
	17	27	4FOB38	GSMC	Veritas
    Multifamily Pool 2	$0	$64,240	$0	$0	$0	$0	$0	 	0
	17.01	 	4FOB38	GSMC	701
    Taylor Street	 	 	 	 	 	 	 	 	 
	17.02	 	4FOB38	GSMC	1301
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	17.03	 	4FOB38	GSMC	947
    Bush Street	 	 	 	 	 	 	 	 	 
	17.04	 	4FOB38	GSMC	685
    Geary Street	 	 	 	 	 	 	 	 	 
	17.05	 	4FOB38	GSMC	3809
    20th Street	 	 	 	 	 	 	 	 	 
	17.06	 	4FOB38	GSMC	434
    Leavenworth Street	 	 	 	 	 	 	 	 	 
	17.07	 	4FOB38	GSMC	1050
    Post Street	 	 	 	 	 	 	 	 	 
	17.08	 	4FOB38	GSMC	814
    California Street	 	 	 	 	 	 	 	 	 
	17.09	 	4FOB38	GSMC	267-273
    Green Street	 	 	 	 	 	 	 	 	 
	17.1	 	4FOB38	GSMC	2898
    Jackson Street	 	 	 	 	 	 	 	 	 
	17.11	 	4FOB38	GSMC	3820
    Scott Street	 	 	 	 	 	 	 	 	 
	17.12	 	4FOB38	GSMC	600
    Oak Street	 	 	 	 	 	 	 	 	 
	17.13	 	4FOB38	GSMC	861
    Post Street	 	 	 	 	 	 	 	 	 
	17.14	 	4FOB38	GSMC	3783
    20th Street	 	 	 	 	 	 	 	 	 
	18	 	05EDL5	GSMC	Luton
    Ranch	$0	$0	$0	$0	$0	$0	$0	 	0
	19	 	4W34T4	GSMC	345
    West 14th Street	$0	$0	$0	$0	$0	$0	$0	 	0
	20	 	905TJ8	GSMC	Lincoln
    Corners	$0	$29,480	$0	$0	$0	$545,000	$0	Ross
    Estoppel Holdback	0
	21	 	05EE26	GSMC	South
    Congress	$0	$0	$0	$0	$0	$0	$0	 	0
	22	 	4W1GN8	GSMC	South
    Valley Plaza	$0	$0	$0	$0	$0	$0	$0	 	0
	23	19	TBD	GSMC	Strong
    Station	$0	$0	$0	$0	$0	$0	$0	 	0
	24	 	TBD	GSMC	Rancho
    La Costa	$0	$0	$0	$0	$0	$0	$0	 	0
	25	 	90AUP1	GSMC	Grand
    Blanc Industrial	$0	$109,610	$0	$0	$0	$0	$0	 	0
	26	 	7QUX05	GSMC	Pecos
    Legacy Center	$0	$32,461	$0	$0	$0	$250,000	$0	24
    Hour Fitness TI Allowance Reserve	0
	27	19	TBD	GSMC	Crossings
    of Hoover	$0	$0	$0	$0	$0	$0	$0	 	0
	28	18	7QV2V9	GSMC	Capitol
    Plaza Hotel Topeka	$0	$462,495	$0	$0	$0	$0	$0	 	0
	29	 	4W5G25	GSMC	Cumberland
    Taylorsville Portfolio	$0	$115,682	$0	$0	$0	$0	$0	 	0
	29.01	 	4W5G25	GSMC	Cumberland
    Station	 	 	 	 	 	 	 	 	 
	29.02	 	4W5G25	GSMC	Taylorsville
    Shopping Center	 	 	 	 	 	 	 	 	 
	30	19	TBD	GSMC	Vestavia
    Commons	$0	$0	$0	$0	$0	$0	$0	 	0
	31	 	6A1BKB	GSMC	James
    Building	$0	$0	$0	$0	$0	$139,743	$0	Unfunded
    Obligations Reserve	0
	32	 	4WK5X6	GSMC	Ralston
    Plaza Shopping Center	$0	$117,975	$0	$0	$0	$0	$0	 	0
	33	 	653EC5	GSMC	River
    Ridge Shopping Center	$0	$0	$0	$0	$0	$0	$0	 	0
	34	 	4W3ZV5	GSMC	Central
    Parc at Heathrow	$0	$0	$0	$0	$0	$0	$0	 	0


 



     


     


    

 


	GS3	 	 	 	 	 	 	 	Environmental
    Insurance Required (Y/N)	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Grace
    Period- Late Fee	Residual
    Value Insurance 	Lease
    Enhancement Insurance 	Environmental
    Insurance 	O&M
    Required 	Cash
    Management	Lockbox	 Units,
    Rooms, Sq Ft 	Unit
    Description
	1	4,
    5	65OZ85	GSMC	10
    Hudson Yards	0	No	No	No	None	Springing	Hard	                               1,813,465
    	SF
	2	6,
    7, 8, 9	9049V6	GSMC	540
    West Madison	0	No	No	No	None	In
    Place	Hard	                               1,098,633
    	SF
	3	9,
    10, 11, 12	4F3745	GSMC	U.S.
    Industrial Portfolio	3	No	No	Various	 	Springing	Hard	                               6,298,728
    	SF
	3.01	 	4F3745	GSMC	Hannibal	 	No	No	Yes	Asbestos	 	 	                                  429,122
    	SF
	3.02	 	4F3745	GSMC	Kraco	 	No	No	No	Asbestos	 	 	                                  364,440
    	SF
	3.03	 	4F3745	GSMC	New
    WinCup - Phoenix	 	No	No	No	None	 	 	                                  322,070
    	SF
	3.04	 	4F3745	GSMC	Worlds
    Finest Chocolates	 	No	No	Yes	Asbestos	 	 	                                  434,252
    	SF
	3.05	 	4F3745	GSMC	SET
    - MI	 	No	No	No	None	 	 	                                  284,351
    	SF
	3.06	 	4F3745	GSMC	Plaid
    - Decatur	 	No	No	No	Asbestos	 	 	                                  282,514
    	SF
	3.07	 	4F3745	GSMC	Oracle
    Packaging	 	No	No	No	Asbestos	 	 	                                  437,911
    	SF
	3.08	 	4F3745	GSMC	TestAmerica
    - West SAC	 	No	No	No	None	 	 	                                    66,203
    	SF
	3.09	 	4F3745	GSMC	TestAmerica
    - Arvada	 	No	No	No	None	 	 	                                    57,966
    	SF
	3.1	 	4F3745	GSMC	Northwest
    Mailing Service	 	No	No	Yes	Asbestos	 	 	                                  228,032
    	SF
	3.11	 	4F3745	GSMC	Lyons	 	No	No	Yes	Asbestos	 	 	                                  172,758
    	SF
	3.12	 	4F3745	GSMC	Wilbert
    Plastics	 	No	No	No	Asbestos	 	 	                                  257,086
    	SF
	3.13	 	4F3745	GSMC	Angstrom
    Graphics	 	No	No	Yes	Asbestos	 	 	                                  231,505
    	SF
	3.14	 	4F3745	GSMC	New
    WinCup - Stone Mountain	 	No	No	No	Asbestos	 	 	                                  220,380
    	SF
	3.15	 	4F3745	GSMC	Universal
    Pool - Armory	 	No	No	No	Asbestos	 	 	                                  240,255
    	SF
	3.16	 	4F3745	GSMC	Jade-Sterling
    - IL	 	No	No	No	Asbestos	 	 	                                  215,389
    	SF
	3.17	 	4F3745	GSMC	Plaid
    - Norcross	 	No	No	No	None	 	 	                                    71,620
    	SF
	3.18	 	4F3745	GSMC	Phillips
    and Temro	 	No	No	No	Asbestos	 	 	                                  101,680
    	SF
	3.19	 	4F3745	GSMC	TestAmerica
    - Savannah	 	No	No	No	Asbestos	 	 	                                    54,284
    	SF
	3.2	 	4F3745	GSMC	Hover-Davis	 	No	No	No	None	 	 	                                    66,100
    	SF
	3.21	 	4F3745	GSMC	Jade-Sterling
    - OH	 	No	No	No	Asbestos	 	 	                                  174,511
    	SF
	3.22	 	4F3745	GSMC	Fitz
    Aerospace	 	No	No	No	Asbestos	 	 	                                  129,000
    	SF
	3.23	 	4F3745	GSMC	MVP
    Charleston	 	No	No	No	None	 	 	                                  108,000
    	SF
	3.24	 	4F3745	GSMC	Paragon
    Tech	 	No	No	No	Asbestos	 	 	                                    88,857
    	SF
	3.25	 	4F3745	GSMC	Aramsco
    and Bulls Eye	 	No	No	No	Asbestos	 	 	                                    99,783
    	SF
	3.26	 	4F3745	GSMC	Shale-Inland	 	No	No	No	Asbestos	 	 	                                  193,789
    	SF
	3.27	 	4F3745	GSMC	M.P.
    Pumps	 	No	No	No	None	 	 	                                    81,769
    	SF
	3.28	 	4F3745	GSMC	TestAmerica
    - Pensacola	 	No	No	No	None	 	 	                                    21,911
    	SF
	3.29	 	4F3745	GSMC	Microfinish	 	No	No	No	Asbestos	 	 	                                  144,786
    	SF
	3.3	 	4F3745	GSMC	MVP
    Mayfield	 	No	No	No	None	 	 	                                  101,244
    	SF
	3.31	 	4F3745	GSMC	Builders
    FirstSource	 	No	No	No	Asbestos	 	 	                                  116,897
    	SF
	3.32	 	4F3745	GSMC	Banner	 	No	No	No	None	 	 	                                    58,450
    	SF
	3.33	 	4F3745	GSMC	SET
    - IN	 	No	No	No	Asbestos	 	 	                                  117,376
    	SF
	3.34	 	4F3745	GSMC	Progressive
    Metal	 	No	No	No	Asbestos	 	 	                                    58,250
    	SF
	3.35	 	4F3745	GSMC	Universal
    Pool - 166th	 	No	No	Yes	Asbestos	 	 	                                  109,814
    	SF
	3.36	 	4F3745	GSMC	SITEL	 	No	No	No	Asbestos	 	 	                                    46,812
    	SF
	3.37	 	4F3745	GSMC	TestAmerica
    - Tallahassee	 	No	No	No	None	 	 	                                    16,500
    	SF
	3.38	 	4F3745	GSMC	Texas
    Die Casting	 	No	No	No	None	 	 	                                    78,177
    	SF
	3.39	 	4F3745	GSMC	TestAmerica
    - Corpus Christi	 	No	No	No	None	 	 	                                    14,884
    	SF
	4	9,
    13	05A5V0	GSMC	The
    Falls	0	No	No	No	None	Springing	Hard	                                  839,507
    	SF
	5	14	4W04K9	GSMC	Hamilton
    Place	0	No	No	No	None	Springing	Hard	                                  391,041
    	SF
	6	15	4F37K9	GSMC	Panorama
    Corporate Center	0	No	No	No	None	Springing	Hard	                                  780,648
    	SF
	7	16	4FOAY1	GSMC	Veritas
    Multifamily Pool 1	0	No	No	No	 	In
    Place	Soft	                                     1,726
    	Units
	7.01	 	4FOAY1	GSMC	645
    Stockton Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          70
    	Units
	7.02	 	4FOAY1	GSMC	400
    Duboce Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          79
    	Units
	7.03	 	4FOAY1	GSMC	950
    Franklin Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          54
    	Units
	7.04	 	4FOAY1	GSMC	1340-1390
    Taylor Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          35
    	Units
	7.05	 	4FOAY1	GSMC	601
    O’Farrell Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          79
    	Units
	7.06	 	4FOAY1	GSMC	2677
    Larkin Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          33
    	Units
	7.07	 	4FOAY1	GSMC	1801
    Gough Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          41
    	Units
	7.08	 	4FOAY1	GSMC	845
    California Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          58
    	Units
	7.09	 	4FOAY1	GSMC	1290
    20th Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          38
    	Units
	7.1	 	4FOAY1	GSMC	78
    Buchanan Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          36
    	Units
	7.11	 	4FOAY1	GSMC	1870
    Pacific Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          30
    	Units
	7.12	 	4FOAY1	GSMC	500
    Stanyan Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          36
    	Units
	7.13	 	4FOAY1	GSMC	540
    Leavenworth Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          44
    	Units
	7.14	 	4FOAY1	GSMC	1401
    Jones Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          36
    	Units
	7.15	 	4FOAY1	GSMC	676
    Geary Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          56
    	Units
	7.16	 	4FOAY1	GSMC	100
    Broderick Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          35
    	Units
	7.17	 	4FOAY1	GSMC	2075
    Market Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          32
    	Units
	7.18	 	4FOAY1	GSMC	621
    Stockton Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          23
    	Units
	7.19	 	4FOAY1	GSMC	1660
    Bay Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          24
    	Units
	7.2	 	4FOAY1	GSMC	655
    Stockton Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          35
    	Units
	7.21	 	4FOAY1	GSMC	2238
    Hyde Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          17
    	Units
	7.22	 	4FOAY1	GSMC	2600
    Van Ness Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          32
    	Units
	7.23	 	4FOAY1	GSMC	355
    Fulton Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          41
    	Units
	7.24	 	4FOAY1	GSMC	1520
    Gough Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          38
    	Units
	7.25	 	4FOAY1	GSMC	1126
    Bush Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          33
    	Units
	7.26	 	4FOAY1	GSMC	1547
    Clay Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          27
    	Units
	7.27	 	4FOAY1	GSMC	840
    California Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          31
    	Units
	7.28	 	4FOAY1	GSMC	925
    Geary Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          48
    	Units
	7.29	 	4FOAY1	GSMC	691
    O’Farrell Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          36
    	Units
	7.3	 	4FOAY1	GSMC	2363
    Van Ness Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          19
    	Units
	7.31	 	4FOAY1	GSMC	1840
    Clay Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          20
    	Units
	7.32	 	4FOAY1	GSMC	1020
    Post Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          43
    	Units
	7.33	 	4FOAY1	GSMC	2975
    Van Ness Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          21
    	Units
	7.34	 	4FOAY1	GSMC	755
    O’Farrell Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          34
    	Units
	7.35	 	4FOAY1	GSMC	106
    Sanchez Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          18
    	Units
	7.36	 	4FOAY1	GSMC	709
    Geary Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          35
    	Units
	7.37	 	4FOAY1	GSMC	1440
    Sutter Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          15
    	Units
	7.38	 	4FOAY1	GSMC	1690
    North Point	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          18
    	Units
	7.39	 	4FOAY1	GSMC	1753
    Mason Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          14
    	Units
	7.4	 	4FOAY1	GSMC	915
    Pierce Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          18
    	Units
	7.41	 	4FOAY1	GSMC	520
    Buchanan Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          19
    	Units
	7.42	 	4FOAY1	GSMC	3210
    Gough Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          15
    	Units
	7.43	 	4FOAY1	GSMC	124
    Mason Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          31
    	Units
	7.44	 	4FOAY1	GSMC	50
    Joice Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          13
    	Units
	7.45	 	4FOAY1	GSMC	2038
    Divisadero Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          12
    	Units
	7.46	 	4FOAY1	GSMC	340
    Church Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          12
    	Units
	7.47	 	4FOAY1	GSMC	411
    15th Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          14
    	Units


 



     


     


    

 


	GS3	 	 	 	 	 	 	 	Environmental
    Insurance Required (Y/N)	 	 	 	 	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Grace
    Period- Late Fee	Residual
    Value Insurance 	Lease
    Enhancement Insurance 	Environmental
    Insurance 	O&M
    Required 	Cash
    Management	Lockbox	 Units,
    Rooms, Sq Ft 	Unit
    Description
	7.48	 	4FOAY1	GSMC	1855
    10th Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          18
    	Units
	7.49	 	4FOAY1	GSMC	1260
    Broadway Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          18
    	Units
	7.5	 	4FOAY1	GSMC	449
    O’Farrell Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          28
    	Units
	7.51	 	4FOAY1	GSMC	235
    Church Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                            8
    	Units
	7.52	 	4FOAY1	GSMC	4540
    California Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          12
    	Units
	7.53	 	4FOAY1	GSMC	2500
    Van Ness Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          12
    	Units
	7.54	 	4FOAY1	GSMC	346
    Leavenworth Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          25
    	Units
	7.55	 	4FOAY1	GSMC	3264-3274
    Mission Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                            8
    	Units
	7.56	 	4FOAY1	GSMC	3715
    California Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          12
    	Units
	7.57	 	4FOAY1	GSMC	325
    9th Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          12
    	Units
	7.58	 	4FOAY1	GSMC	1656
    Leavenworth Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          12
    	Units
	7.59	 	4FOAY1	GSMC	252-258
    Church Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                            4
    	Units
	7.6	 	4FOAY1	GSMC	500-506
    Bartlett Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                            4
    	Units
	7.61	 	4FOAY1	GSMC	1500-1514
    Geneva Avenue	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                            5
    	Units
	8	17	05EDQ4	GSMC	Hilton
    Irvine	0	No	No	No	Asbestos	In
    Place	Hard	                                        306
    	Rooms
	9	 	4W1GF5	GSMC	Laredo
    Industrial Portfolio	0	No	No	No	 	Springing	Hard	                               1,352,048
    	SF
	9.01	 	4W1GF5	GSMC	11302
    Eastpoint Drive Buildings A-C	 	No	No	No	None	 	 	                                  665,282
    	SF
	9.02	 	4W1GF5	GSMC	417
    Union Pacific Boulevard	 	No	No	No	None	 	 	                                  199,540
    	SF
	9.03	 	4W1GF5	GSMC	11909
    Hayter Road	 	No	No	No	None	 	 	                                  144,976
    	SF
	9.04	 	4W1GF5	GSMC	505
    Union Pacific Boulevard	 	No	No	No	None	 	 	                                  105,205
    	SF
	9.05	 	4W1GF5	GSMC	418
    Union Pacific Boulevard	 	No	No	No	None	 	 	                                  136,500
    	SF
	9.06	 	4W1GF5	GSMC	11921
    Hayter Road	 	No	No	No	None	 	 	                                  100,545
    	SF
	10	 	653AG0	GSMC	Eagle
    View Apartments	0	No	No	No	None	Springing	Springing	                                        335
    	Units
	11	18	7QV1W8	GSMC	Embassy
    Suites Raleigh-Durham Research Triangle	0	No	No	No	None	In
    Place	Hard	                                        273
    	Rooms
	12	 	4WSSK2	GSMC	Cool
    Springs Commons	0	No	No	No	None	In
    Place	Hard	                                  301,697
    	SF
	13	19	TBD	GSMC	Middletown
    Commons	0	No	No	No	None	Springing	Hard	                                  236,341
    	SF
	14	20,
    21	TBD	GSMC	Shoppes
    at Rio Grande	0	No	No	No	None	Springing	Hard	                                  460,195
    	SF
	15	18,
    22, 23	6A1BKB-	GSMC	Embassy
    Suites Portland Airport	0	No	No	No	None	In
    Place	Hard	                                        251
    	Rooms
	16	24,
    25, 26	4F0B20	GSMC	Residence
    Inn and SpringHill Suites North Shore	0	No	No	No	 	Springing	Hard	                                        378
    	Rooms
	16.01	 	4F0B20	GSMC	SpringHill
    Suites Pittsburgh North Shore	 	No	No	No	None	 	 	                                        198
    	Rooms
	16.02	 	4F0B20	GSMC	Residence
    Inn Pittsburgh North Shore	 	No	No	No	None	 	 	                                        180
    	Rooms
	17	27	4FOB38	GSMC	Veritas
    Multifamily Pool 2	0	No	No	No	 	In
    Place	Soft	                                        430
    	Units
	17.01	 	4FOB38	GSMC	701
    Taylor Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          55
    	Units
	17.02	 	4FOB38	GSMC	1301
    Leavenworth Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          24
    	Units
	17.03	 	4FOB38	GSMC	947
    Bush Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          53
    	Units
	17.04	 	4FOB38	GSMC	685
    Geary Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          43
    	Units
	17.05	 	4FOB38	GSMC	3809
    20th Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          25
    	Units
	17.06	 	4FOB38	GSMC	434
    Leavenworth Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          69
    	Units
	17.07	 	4FOB38	GSMC	1050
    Post Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          40
    	Units
	17.08	 	4FOB38	GSMC	814
    California Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          21
    	Units
	17.09	 	4FOB38	GSMC	267-273
    Green Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          20
    	Units
	17.1	 	4FOB38	GSMC	2898
    Jackson Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          15
    	Units
	17.11	 	4FOB38	GSMC	3820
    Scott Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          12
    	Units
	17.12	 	4FOB38	GSMC	600
    Oak Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          18
    	Units
	17.13	 	4FOB38	GSMC	861
    Post Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          17
    	Units
	17.14	 	4FOB38	GSMC	3783
    20th Street	 	No	No	No	Asbestos,
    Lead Based Paint	 	 	                                          18
    	Units
	18	 	05EDL5	GSMC	Luton
    Ranch	0	No	No	No	None	Springing	Hard	                                  121,405
    	SF
	19	 	4W34T4	GSMC	345
    West 14th Street	0	No	No	No	None	Springing	Hard	                                     8,405
    	SF
	20	 	905TJ8	GSMC	Lincoln
    Corners	0	No	No	No	None	Springing	Springing	                                  180,691
    	SF
	21	 	05EE26	GSMC	South
    Congress	0	No	No	No	None	Springing	Springing	                                    34,071
    	SF
	22	 	4W1GN8	GSMC	South
    Valley Plaza	0	No	No	No	Asbestos	Springing	Hard	                                  144,190
    	SF
	23	19	TBD	GSMC	Strong
    Station	0	No	No	No	None	Springing	Hard	                                    95,940
    	SF
	24	 	TBD	GSMC	Rancho
    La Costa	0	No	No	No	None	Springing	Springing	                                    27,388
    	SF
	25	 	90AUP1	GSMC	Grand
    Blanc Industrial	0	No	No	No	None	Springing	Hard	                                  667,593
    	SF
	26	 	7QUX05	GSMC	Pecos
    Legacy Center	0	No	No	No	None	Springing	Springing	                                    68,413
    	SF
	27	19	TBD	GSMC	Crossings
    of Hoover	0	No	No	No	None	Springing	Hard	                                    37,765
    	SF
	28	18	7QV2V9	GSMC	Capitol
    Plaza Hotel Topeka	0	No	No	No	None	In
    Place	Hard	                                        224
    	Rooms
	29	 	4W5G25	GSMC	Cumberland
    Taylorsville Portfolio	0	No	No	No	 	None	None	                                    86,722
    	SF
	29.01	 	4W5G25	GSMC	Cumberland
    Station	 	No	No	No	None	 	 	                                    43,327
    	SF
	29.02	 	4W5G25	GSMC	Taylorsville
    Shopping Center	 	No	No	No	None	 	 	                                    43,395
    	SF
	30	19	TBD	GSMC	Vestavia
    Commons	0	No	No	No	None	Springing	Hard	                                    34,080
    	SF
	31	 	6A1BKB	GSMC	James
    Building	0	No	No	No	Asbestos	Springing	Springing	                                  111,446
    	SF
	32	 	4WK5X6	GSMC	Ralston
    Plaza Shopping Center	0	No	No	No	Asbestos	Springing	Springing	                                    49,709
    	SF
	33	 	653EC5	GSMC	River
    Ridge Shopping Center	0	No	No	No	None	Springing	Springing	                                    55,086
    	SF
	34	 	4W3ZV5	GSMC	Central
    Parc at Heathrow	0	No	No	No	None	 Springing	Springing	                                    14,082
    	SF


 



     


     


    

 


	GS3	 	 	 	 	 	 	 	 	 	 	 	Pari
    Passu Companion Loan Monthly Debt Service ($)	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Overlapping
    Fee Interest?	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Monthly
    Debt Service ($) (1)	Interest
    Accrual Method	Administrative
    Cost Rate (%) (2)	Ground
    Lease Y/N	Overlapping
    Fee Interest?	Prepayment
    Provision (3)	Companion
    Loan Flag 	Companion
    Loan Monthly Debt Service ($)	Companion
    Loan Interest Accrual Method
	1	4,
    5	65OZ85	GSMC	10
    Hudson Yards	$220,556	Actual/360	0.01226%	No	No	Lockout/25_Defeasance/90_0%/5	Yes	$1,564,309.43	Actual/360
	2	6,
    7, 8, 9	9049V6	GSMC	540
    West Madison	$237,178	Actual/360	0.01351%	No	No	Lockout/24_Defeasance/92_0%/4	Yes	$205,259.41	Actual/360
	3	9,
    10, 11, 12	4F3745	GSMC	U.S.
    Industrial Portfolio	$319,299	Actual/360	0.01351%	 	 	Lockout/24_Defeasance/92_0%/4	Yes	$836,337.59	Actual/360
	3.01	 	4F3745	GSMC	Hannibal	 	 	 	No	No	 	 	 	 
	3.02	 	4F3745	GSMC	Kraco	 	 	 	No	No	 	 	 	 
	3.03	 	4F3745	GSMC	New
    WinCup - Phoenix	 	 	 	No	No	 	 	 	 
	3.04	 	4F3745	GSMC	Worlds
    Finest Chocolates	 	 	 	No	No	 	 	 	 
	3.05	 	4F3745	GSMC	SET
    - MI	 	 	 	No	No	 	 	 	 
	3.06	 	4F3745	GSMC	Plaid
    - Decatur	 	 	 	No	No	 	 	 	 
	3.07	 	4F3745	GSMC	Oracle
    Packaging	 	 	 	No	No	 	 	 	 
	3.08	 	4F3745	GSMC	TestAmerica
    - West SAC	 	 	 	No	No	 	 	 	 
	3.09	 	4F3745	GSMC	TestAmerica
    - Arvada	 	 	 	No	No	 	 	 	 
	3.1	 	4F3745	GSMC	Northwest
    Mailing Service	 	 	 	No	No	 	 	 	 
	3.11	 	4F3745	GSMC	Lyons	 	 	 	No	No	 	 	 	 
	3.12	 	4F3745	GSMC	Wilbert
    Plastics	 	 	 	No	No	 	 	 	 
	3.13	 	4F3745	GSMC	Angstrom
    Graphics	 	 	 	No	No	 	 	 	 
	3.14	 	4F3745	GSMC	New
    WinCup - Stone Mountain	 	 	 	No	No	 	 	 	 
	3.15	 	4F3745	GSMC	Universal
    Pool - Armory	 	 	 	No	No	 	 	 	 
	3.16	 	4F3745	GSMC	Jade-Sterling
    - IL	 	 	 	No	No	 	 	 	 
	3.17	 	4F3745	GSMC	Plaid
    - Norcross	 	 	 	No	No	 	 	 	 
	3.18	 	4F3745	GSMC	Phillips
    and Temro	 	 	 	No	No	 	 	 	 
	3.19	 	4F3745	GSMC	TestAmerica
    - Savannah	 	 	 	No	No	 	 	 	 
	3.2	 	4F3745	GSMC	Hover-Davis	 	 	 	No	No	 	 	 	 
	3.21	 	4F3745	GSMC	Jade-Sterling
    - OH	 	 	 	No	No	 	 	 	 
	3.22	 	4F3745	GSMC	Fitz
    Aerospace	 	 	 	No	No	 	 	 	 
	3.23	 	4F3745	GSMC	MVP
    Charleston	 	 	 	No	No	 	 	 	 
	3.24	 	4F3745	GSMC	Paragon
    Tech	 	 	 	No	No	 	 	 	 
	3.25	 	4F3745	GSMC	Aramsco
    and Bulls Eye	 	 	 	No	No	 	 	 	 
	3.26	 	4F3745	GSMC	Shale-Inland	 	 	 	No	No	 	 	 	 
	3.27	 	4F3745	GSMC	M.P.
    Pumps	 	 	 	No	No	 	 	 	 
	3.28	 	4F3745	GSMC	TestAmerica
    - Pensacola	 	 	 	No	No	 	 	 	 
	3.29	 	4F3745	GSMC	Microfinish	 	 	 	No	No	 	 	 	 
	3.3	 	4F3745	GSMC	MVP
    Mayfield	 	 	 	No	No	 	 	 	 
	3.31	 	4F3745	GSMC	Builders
    FirstSource	 	 	 	No	No	 	 	 	 
	3.32	 	4F3745	GSMC	Banner	 	 	 	No	No	 	 	 	 
	3.33	 	4F3745	GSMC	SET
    - IN	 	 	 	No	No	 	 	 	 
	3.34	 	4F3745	GSMC	Progressive
    Metal	 	 	 	No	No	 	 	 	 
	3.35	 	4F3745	GSMC	Universal
    Pool - 166th	 	 	 	No	No	 	 	 	 
	3.36	 	4F3745	GSMC	SITEL	 	 	 	No	No	 	 	 	 
	3.37	 	4F3745	GSMC	TestAmerica
    - Tallahassee	 	 	 	No	No	 	 	 	 
	3.38	 	4F3745	GSMC	Texas
    Die Casting	 	 	 	No	No	 	 	 	 
	3.39	 	4F3745	GSMC	TestAmerica
    - Corpus Christi	 	 	 	No	No	 	 	 	 
	4	9,
    13	05A5V0	GSMC	The
    Falls	$204,045	Actual/360	0.01351%	No	No	Lockout/24_Defeasance/89_0%/7	Yes	$233,194.44	Actual/360
	5	14	4W04K9	GSMC	Hamilton
    Place	$323,999	30/360	0.01351%	No	No	Lockout/11_>YM
    or 1%/105_0%/4	Yes	$209,353.14	30/360
	6	15	4F37K9	GSMC	Panorama
    Corporate Center	$236,336	Actual/360	0.02351%	No	No	Lockout/31_Defeasance/85_0%/4	Yes	$300,974.40	Actual/360
	7	16	4FOAY1	GSMC	Veritas
    Multifamily Pool 1	$190,248	Actual/360	0.01226%	 	 	Lockout/31_Defeasance/22_0%/7	Yes	$602,593.90	Actual/360
	7.01	 	4FOAY1	GSMC	645
    Stockton Street	 	 	 	No	No	 	 	 	 
	7.02	 	4FOAY1	GSMC	400
    Duboce Avenue	 	 	 	No	No	 	 	 	 
	7.03	 	4FOAY1	GSMC	950
    Franklin Street	 	 	 	No	No	 	 	 	 
	7.04	 	4FOAY1	GSMC	1340-1390
    Taylor Street	 	 	 	No	No	 	 	 	 
	7.05	 	4FOAY1	GSMC	601
    O’Farrell Street	 	 	 	No	No	 	 	 	 
	7.06	 	4FOAY1	GSMC	2677
    Larkin Street	 	 	 	No	No	 	 	 	 
	7.07	 	4FOAY1	GSMC	1801
    Gough Street	 	 	 	No	No	 	 	 	 
	7.08	 	4FOAY1	GSMC	845
    California Street	 	 	 	No	No	 	 	 	 
	7.09	 	4FOAY1	GSMC	1290
    20th Avenue	 	 	 	No	No	 	 	 	 
	7.1	 	4FOAY1	GSMC	78
    Buchanan Street	 	 	 	No	No	 	 	 	 
	7.11	 	4FOAY1	GSMC	1870
    Pacific Avenue	 	 	 	No	No	 	 	 	 
	7.12	 	4FOAY1	GSMC	500
    Stanyan Street	 	 	 	No	No	 	 	 	 
	7.13	 	4FOAY1	GSMC	540
    Leavenworth Street	 	 	 	No	No	 	 	 	 
	7.14	 	4FOAY1	GSMC	1401
    Jones Street	 	 	 	No	No	 	 	 	 
	7.15	 	4FOAY1	GSMC	676
    Geary Street	 	 	 	No	No	 	 	 	 
	7.16	 	4FOAY1	GSMC	100
    Broderick Street	 	 	 	No	No	 	 	 	 
	7.17	 	4FOAY1	GSMC	2075
    Market Street	 	 	 	No	No	 	 	 	 
	7.18	 	4FOAY1	GSMC	621
    Stockton Street	 	 	 	No	No	 	 	 	 
	7.19	 	4FOAY1	GSMC	1660
    Bay Street	 	 	 	No	No	 	 	 	 
	7.2	 	4FOAY1	GSMC	655
    Stockton Street	 	 	 	No	No	 	 	 	 
	7.21	 	4FOAY1	GSMC	2238
    Hyde Street	 	 	 	No	No	 	 	 	 
	7.22	 	4FOAY1	GSMC	2600
    Van Ness Avenue	 	 	 	No	No	 	 	 	 
	7.23	 	4FOAY1	GSMC	355
    Fulton Street	 	 	 	No	No	 	 	 	 
	7.24	 	4FOAY1	GSMC	1520
    Gough Street	 	 	 	No	No	 	 	 	 
	7.25	 	4FOAY1	GSMC	1126
    Bush Street	 	 	 	No	No	 	 	 	 
	7.26	 	4FOAY1	GSMC	1547
    Clay Street	 	 	 	No	No	 	 	 	 
	7.27	 	4FOAY1	GSMC	840
    California Street	 	 	 	No	No	 	 	 	 
	7.28	 	4FOAY1	GSMC	925
    Geary Street	 	 	 	No	No	 	 	 	 
	7.29	 	4FOAY1	GSMC	691
    O’Farrell Street	 	 	 	No	No	 	 	 	 
	7.3	 	4FOAY1	GSMC	2363
    Van Ness Avenue	 	 	 	No	No	 	 	 	 
	7.31	 	4FOAY1	GSMC	1840
    Clay Street	 	 	 	No	No	 	 	 	 
	7.32	 	4FOAY1	GSMC	1020
    Post Street	 	 	 	No	No	 	 	 	 
	7.33	 	4FOAY1	GSMC	2975
    Van Ness Avenue	 	 	 	No	No	 	 	 	 
	7.34	 	4FOAY1	GSMC	755
    O’Farrell Street	 	 	 	No	No	 	 	 	 
	7.35	 	4FOAY1	GSMC	106
    Sanchez Street	 	 	 	No	No	 	 	 	 
	7.36	 	4FOAY1	GSMC	709
    Geary Street	 	 	 	No	No	 	 	 	 
	7.37	 	4FOAY1	GSMC	1440
    Sutter Street	 	 	 	No	No	 	 	 	 
	7.38	 	4FOAY1	GSMC	1690
    North Point	 	 	 	No	No	 	 	 	 
	7.39	 	4FOAY1	GSMC	1753
    Mason Street	 	 	 	No	No	 	 	 	 
	7.4	 	4FOAY1	GSMC	915
    Pierce Street	 	 	 	No	No	 	 	 	 
	7.41	 	4FOAY1	GSMC	520
    Buchanan Street	 	 	 	No	No	 	 	 	 
	7.42	 	4FOAY1	GSMC	3210
    Gough Street	 	 	 	No	No	 	 	 	 
	7.43	 	4FOAY1	GSMC	124
    Mason Street	 	 	 	No	No	 	 	 	 
	7.44	 	4FOAY1	GSMC	50
    Joice Street	 	 	 	No	No	 	 	 	 
	7.45	 	4FOAY1	GSMC	2038
    Divisadero Street	 	 	 	No	No	 	 	 	 
	7.46	 	4FOAY1	GSMC	340
    Church Street	 	 	 	No	No	 	 	 	 
	7.47	 	4FOAY1	GSMC	411
    15th Avenue	 	 	 	No	No	 	 	 	 


 



     


     


    

 


	GS3	 	 	 	 	 	 	 	 	 	 	 	Pari
    Passu Companion Loan Monthly Debt Service ($)	 
	Exhibit H - Supplemental Servicer Schedule 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Overlapping
    Fee Interest?	 	 	 	 
	Control
    Number	Footnotes	Loan
    Number	Mortgage
    Loan Seller	Property
    Name	Monthly
    Debt Service ($) (1)	Interest
    Accrual Method	Administrative
    Cost Rate (%) (2)	Ground
    Lease Y/N	Overlapping
    Fee Interest?	Prepayment
    Provision (3)	Companion
    Loan Flag 	Companion
    Loan Monthly Debt Service ($)	Companion
    Loan Interest Accrual Method
	7.48	 	4FOAY1	GSMC	1855
    10th Avenue	 	 	 	No	No	 	 	 	 
	7.49	 	4FOAY1	GSMC	1260
    Broadway Street	 	 	 	No	No	 	 	 	 
	7.5	 	4FOAY1	GSMC	449
    O’Farrell Street	 	 	 	No	No	 	 	 	 
	7.51	 	4FOAY1	GSMC	235
    Church Street	 	 	 	No	No	 	 	 	 
	7.52	 	4FOAY1	GSMC	4540
    California Street	 	 	 	No	No	 	 	 	 
	7.53	 	4FOAY1	GSMC	2500
    Van Ness Avenue	 	 	 	No	No	 	 	 	 
	7.54	 	4FOAY1	GSMC	346
    Leavenworth Street	 	 	 	No	No	 	 	 	 
	7.55	 	4FOAY1	GSMC	3264-3274
    Mission Street	 	 	 	No	No	 	 	 	 
	7.56	 	4FOAY1	GSMC	3715
    California Street	 	 	 	No	No	 	 	 	 
	7.57	 	4FOAY1	GSMC	325
    9th Avenue	 	 	 	No	No	 	 	 	 
	7.58	 	4FOAY1	GSMC	1656
    Leavenworth Street	 	 	 	No	No	 	 	 	 
	7.59	 	4FOAY1	GSMC	252-258
    Church Street	 	 	 	No	No	 	 	 	 
	7.6	 	4FOAY1	GSMC	500-506
    Bartlett Street	 	 	 	No	No	 	 	 	 
	7.61	 	4FOAY1	GSMC	1500-1514
    Geneva Avenue	 	 	 	No	No	 	 	 	 
	8	17	05EDQ4	GSMC	Hilton
    Irvine	$278,301	Actual/360	0.02351%	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	9	 	4W1GF5	GSMC	Laredo
    Industrial Portfolio	$241,841	Actual/360	0.02351%	 	 	Lockout/26_Defeasance/90_0%/4	 	 	 
	9.01	 	4W1GF5	GSMC	11302
    Eastpoint Drive Buildings A-C	 	 	 	No	No	 	 	 	 
	9.02	 	4W1GF5	GSMC	417
    Union Pacific Boulevard	 	 	 	No	No	 	 	 	 
	9.03	 	4W1GF5	GSMC	11909
    Hayter Road	 	 	 	No	No	 	 	 	 
	9.04	 	4W1GF5	GSMC	505
    Union Pacific Boulevard	 	 	 	No	No	 	 	 	 
	9.05	 	4W1GF5	GSMC	418
    Union Pacific Boulevard	 	 	 	No	No	 	 	 	 
	9.06	 	4W1GF5	GSMC	11921
    Hayter Road	 	 	 	No	No	 	 	 	 
	10	 	653AG0	GSMC	Eagle
    View Apartments	$245,677	Actual/360	0.03101%	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	11	18	7QV1W8	GSMC	Embassy
    Suites Raleigh-Durham Research Triangle	$184,038	Actual/360	0.01351%	No	No	Lockout/25_>YM
    or 1%/88_0%/7	 	 	 
	12	 	4WSSK2	GSMC	Cool
    Springs Commons	$128,172	Actual/360	0.01351%	No	No	Lockout/27_Defeasance/89_0%/4	 	 	 
	13	19	TBD	GSMC	Middletown
    Commons	$173,662	Actual/360	0.03351%	No	No	Lockout/24_Defeasance/93_0%/4	 	 	 
	14	20,
    21	TBD	GSMC	Shoppes
    at Rio Grande	$166,687	Actual/360	0.03101%	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	15	18,
    22, 23	6A1BKB-	GSMC	Embassy
    Suites Portland Airport	$142,111	Actual/360	0.01351%	Yes	No	Lockout/25_>YM
    or 1%/88_0%/7	Yes	$130,837.12	Actual/360
	16	24,
    25, 26	4F0B20	GSMC	Residence
    Inn and SpringHill Suites North Shore	$122,235	Actual/360	0.01351%	 	 	Lockout/30_Defeasance/86_0%/4	Yes	$261,139.14	Actual/360
	16.01	 	4F0B20	GSMC	SpringHill
    Suites Pittsburgh North Shore	 	 	 	No	No	 	 	 	 
	16.02	 	4F0B20	GSMC	Residence
    Inn Pittsburgh North Shore	 	 	 	No	No	 	 	 	 
	17	27	4FOB38	GSMC	Veritas
    Multifamily Pool 2	$55,816	Actual/360	0.01351%	 	 	Lockout/31_Defeasance/22_0%/7	Yes	$146,184.52	Actual/360
	17.01	 	4FOB38	GSMC	701
    Taylor Street	 	 	 	No	No	 	 	 	 
	17.02	 	4FOB38	GSMC	1301
    Leavenworth Street	 	 	 	No	No	 	 	 	 
	17.03	 	4FOB38	GSMC	947
    Bush Street	 	 	 	No	No	 	 	 	 
	17.04	 	4FOB38	GSMC	685
    Geary Street	 	 	 	No	No	 	 	 	 
	17.05	 	4FOB38	GSMC	3809
    20th Street	 	 	 	No	No	 	 	 	 
	17.06	 	4FOB38	GSMC	434
    Leavenworth Street	 	 	 	No	No	 	 	 	 
	17.07	 	4FOB38	GSMC	1050
    Post Street	 	 	 	No	No	 	 	 	 
	17.08	 	4FOB38	GSMC	814
    California Street	 	 	 	No	No	 	 	 	 
	17.09	 	4FOB38	GSMC	267-273
    Green Street	 	 	 	No	No	 	 	 	 
	17.1	 	4FOB38	GSMC	2898
    Jackson Street	 	 	 	No	No	 	 	 	 
	17.11	 	4FOB38	GSMC	3820
    Scott Street	 	 	 	No	No	 	 	 	 
	17.12	 	4FOB38	GSMC	600
    Oak Street	 	 	 	No	No	 	 	 	 
	17.13	 	4FOB38	GSMC	861
    Post Street	 	 	 	No	No	 	 	 	 
	17.14	 	4FOB38	GSMC	3783
    20th Street	 	 	 	No	No	 	 	 	 
	18	 	05EDL5	GSMC	Luton
    Ranch	$94,198	Actual/360	0.05101%	No	No	Lockout/23_>YM
    or 1%/93_0%/4	 	 	 
	19	 	4W34T4	GSMC	345
    West 14th Street	$71,018	Actual/360	0.04351%	No	No	Lockout/28_Defeasance/88_0%/4	 	 	 
	20	 	905TJ8	GSMC	Lincoln
    Corners	$87,159	Actual/360	0.04351%	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	21	 	05EE26	GSMC	South
    Congress	$80,702	Actual/360	0.04351%	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	22	 	4W1GN8	GSMC	South
    Valley Plaza	$83,198	Actual/360	0.01351%	No	No	Lockout/26_Defeasance/87_0%/7	 	 	 
	23	19	TBD	GSMC	Strong
    Station	$65,081	Actual/360	0.05351%	No	No	Lockout/24_Defeasance/93_0%/4	 	 	 
	24	 	TBD	GSMC	Rancho
    La Costa	$61,830	Actual/360	0.05351%	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	25	 	90AUP1	GSMC	Grand
    Blanc Industrial	$62,946	Actual/360	0.05351%	No	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	26	 	7QUX05	GSMC	Pecos
    Legacy Center	$47,980	Actual/360	0.01351%	No	No	Lockout/25_>YM
    or 1%/88_0%/7	 	 	 
	27	19	TBD	GSMC	Crossings
    of Hoover	$44,157	Actual/360	0.05351%	No	No	Lockout/24_Defeasance/93_0%/4	 	 	 
	28	18	7QV2V9	GSMC	Capitol
    Plaza Hotel Topeka	$44,200	Actual/360	0.01351%	No	No	Lockout/25_>YM
    or 1%/88_0%/7	 	 	 
	29	 	4W5G25	GSMC	Cumberland
    Taylorsville Portfolio	$41,947	Actual/360	0.01351%	 	 	Lockout/27_Defeasance/89_0%/4	 	 	 
	29.01	 	4W5G25	GSMC	Cumberland
    Station	 	 	 	No	No	 	 	 	 
	29.02	 	4W5G25	GSMC	Taylorsville
    Shopping Center	 	 	 	No	No	 	 	 	 
	30	19	TBD	GSMC	Vestavia
    Commons	$39,018	Actual/360	0.05351%	No	No	Lockout/24_Defeasance/93_0%/4	 	 	 
	31	 	6A1BKB	GSMC	James
    Building	$36,671	Actual/360	0.01351%	No	No	Lockout/25_Defeasance/90_0%/5	 	 	 
	32	 	4WK5X6	GSMC	Ralston
    Plaza Shopping Center	$28,819	Actual/360	0.06351%	No	No	Lockout/26_>YM
    or 3%/90_0%/4	 	 	 
	33	 	653EC5	GSMC	River
    Ridge Shopping Center	$25,178	Actual/360	0.01351%	No	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	34	 	4W3ZV5	GSMC	Central
    Parc at Heathrow	$19,161	Actual/360	0.08101%	No	No	Lockout/27_Defeasance/89_0%/4	 	 	 


 



     


     


    

 


	 	 
	1	The monthly debt
    service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the
    interest-only period.
	2	The Administrative
    Cost Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Certificate Administrator/Trustee Fee Rate,
    the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to
    each Mortgage Loan.
	3	The open period is
    inclusive of the Maturity Date.
	4	The Cut-off Date
    Principal Balance of $87,500,000 represents the non-controlling notes A-2-C1, A-2-C2, and A-2-C3 of a $900,000,000 whole loan
    evidenced by 11 senior notes with an aggregate principal balance of $708,100,000 and two junior notes with an aggregate principal
    balance of $191,900,000. The senior non-controlling note A-1-C1, with an aggregate principal balance of $65,000,000, was contributed
    to the CD 2016-CD1 securitization transaction. The controlling junior notes B-1 and B-2, with an aggregate principal balance
    of $191,900,000, along with the senior notes A-1-S and A-2-S, with an aggregate principal balance of $408,100,000, were contributed
    to the Hudson Yards 2016-10HY securitization transaction. The remaining non-controlling senior notes A-1-C2, A-1-C3, A-1-C4,
    A-1-C5, A-1-C6, with an aggregate principal balance of $147,500,000, will be held by DBNY and are expected to be contributed
    to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt
    Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based
    on the aggregate principal balance of the 10 Hudson Yards Senior Loans of $708,100,000.
	5	The lockout period
    will be at least 25 payment dates beginning with and including the first payment date of September 6, 2016. For the purposes
    of this prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2016-GS3 securitization closing
    date in September 2016. The actual lockout period may be longer.
	6	The Cut-off Date
    Principal Balance of $87,000,000 represents the non-controlling note A-1 of a $325,000,000 whole loan evidenced by two non-controlling
    senior pari passu notes, a subordinate note B with an outstanding principal balance as of the Cut-off Date of $54,208,000,
    and a subordinate note C with an outstanding principal balance as of the Cut-off Date of $108,500,000. Note A-2, with an outstanding
    principal balance of $75,292,000, is expected to be contributed to one or more future securitization transactions. Cut-off
    Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield
    on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the 540 West
    Madison Senior Loans of $162,292,000.
	7	The Ongoing TI/LC
    Reserve, commencing with the due date in September 2019, will equal $137,329.
	8	Under the terms of
    the related Mortgage Loan documents, the first due date is November 6, 2016, the maturity date is September 6, 2026 and the
    Original Interest-Only Period, Remaining Interest-Only Period, Original Term to Maturity and Remaining Term to Maturity is
    actually 119 months. However, due to the fact that the related mortgage loan seller will contribute an Initial Interest Deposit
    Amount to the Issuing Entity on the Closing Date to cover an amount that represents one-month’s interest that would
    have accrued with respect to the Mortgage Loan at the related Net Mortgage Rate with respect to a October 2016 payment date,
    such Mortgage Loan is being treated as having a First Due Date on October 6, 2016, and as having an Original Interest-Only
    Period, Remaining Interest-Only Period, Original Term to Maturity and Remaining Term to Maturity of 120 months.
	9	The lockout period
    will be at least 24 payment dates beginning with and including the first payment date in October 2016. For the purposes of
    this prospectus, the assumed lockout period of 24 payment dates is based on the expected GSMS 2016-GS3 securitization closing
    date in September 2016. The actual lockout period may be longer.
	10	The Cut-off Date
    Principal Balance of $85,000,000 represents the controlling note A-1 of a $307,640,000 whole loan combination evidenced by
    four pari passu notes. The companion loans, evidenced by non-controlling note A-2, note A-3 and note A-4 with an aggregate
    outstanding principal balance as of the Cut-off Date of $222,640,000 are expected to be contributed to one or more future
    securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten
    Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off
    Date Balance of $307,640,000.
	11	The U.S. Industrial
    Portfolio Whole Loan requires monthly debt service payments of (i) $125,000 of principal plus (ii) the amount of interest
    accrued on the outstanding principal balance of the mortgage loan during the related interest accrual period.
	12	The Ongoing TI/LC
    Reserve, commencing on September 1, 2021 (or earlier if funds on deposit therein are less than $1,500,000) will equal $150,000
    up to an amount equal to $4,500,000 until such time as funds on deposit therein are less than $1,500,000, and on each due
    date thereafter, the borrower will be required to resume monthly deposits in an amount equal to the lesser of (x) $150,000
    and (y) the amount necessary to cause the tenant improvements and leasing commissions reserve account to contain funds equal
    to $1,500,000.
	13	The Cut-off Date
    Principal Balance of $70,000,000 represents the non-controlling note A-4 of a $150,000,000 whole loan evidenced by four pari
    passu notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property. The Falls
    Pari Passu Companion Loans have an aggregate outstanding principal balance of $80,000,000 as of the Cut-off Date Balance.
    The promissory notes evidenced by notes A-1, A-2 and A-3, each of which is currently held by UBS AG, by and through its branch
    office at 1285 Avenue of the Americas, New York, New York 10019 (“UBS AG”) are expected to be transferred to one
    or more future securitizations or otherwise transferred. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR,
    Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are
    based on the aggregate Cut-off Date Balance of $150,000,000.
	14	The Cut-off Date
    Principal Balance of $64,735,708 represents the controlling note A-1 of a $107,000,000 whole loan evidenced by two pari passu
    notes. The companion loan, evidenced by non-controlling note A-2, with an outstanding principal balance as of the Cut-off
    Date of $41,829,226 is expected to be contributed to one or more future securitization transactions.
	15	The Cut-off Date
    Principal Balance of $58,500,000 represents the non-controlling note A-2 of a $133,000,000 whole loan evidenced by two pari
    passu notes. The related companion loan is evidenced by the controlling note A-1 with a principal balance as of the Cut-off
    Date of $74,500,000, which was contributed to the GSMS 2016-GS2 transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
    Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan
    Per Unit calculations are based on the aggregate Cut-off Date Balance of $133,000,000.
	16	The Cut-off Date
    Principal Balance of $55,250,000 represents the non-controlling note A-3 of a $480,000,000 whole loan evidenced by three senior
    pari passu notes and one subordinate note B. The related companion loans are evidenced by the non-controlling note A-1, the
    non-controlling note A-2 and the controlling subordinate note B. Note A-1 ($100,000,000) and subordinate note B ($249,750,000),
    with an aggregate outstanding principal balance of $349,750,000 as of the Cut-off Date, were contributed to the GS Mortgage
    Securities Corporation Trust 2016-RENT (“GSMS 2016-RENT”) transaction and note A-2, with an outstanding principal
    balance of $75,000,000 was contributed to the GSMS 2016-GS2 transaction.
	17	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates occurring in October 2016 through December 2017,
    $31,372.69 and (ii) for each Due Date thereafter, an amount equal to the greater of (a) the monthly amount required to be
    reserved pursuant to the management agreement for the replacement of FF&E or (b) one-twelfth (1/12th) of 4% of the operating
    income of the property for the previous twelve (12) month period as determined on the anniversary of the last day of the calendar
    month in September.
	18	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to the greater of (i) the aggregate amount of all deposits for replacements,
    if any, required to be deposited by borrower with franchisor or manager pursuant to the applicable franchise agreement or
    management agreement (without duplication) and (ii) 4% of gross income from operations for the property, for the calendar
    month that is two calendar months prior to the calendar month of the payment date on which such deposit is required.
	19	Under the terms of
    the related Mortgage Loan documents, the first due date is November 6, 2016, the Original Interest-Only Period and the Remaining
    Interest-Only Period is 36 months, and the Original Term to Maturity and Remaining Term to Maturity is actually 120 months.
    However, due to the fact that the related mortgage loan seller will contribute an Initial Interest Deposit Amount to the Issuing
    Entity on the Closing Date to cover an amount that represents one-month’s interest that would have accrued with respect
    to the Mortgage Loan at the related Net Mortgage Rate with respect to a October 2016 payment date, such Mortgage Loan is being
    treated as having a First Due Date on October 6, 2016, an Original Interest-Only Period and Remaining Interest-Only Period
    of 37 months, and an Original Term to Maturity and Remaining Term to Maturity of 121 months.
	20	Other reserve represents
    an earnout and a potential yield maintenance reserve. Funds will be held in escrow until the borrower has achieved a debt
    yield of 8.3% on the fully funded amount and a lease renewal of no less than five years from both Burlington Coat Factory
    and TJMaxx for equal or greater rent. If such conditions are not satisfied by September 7, 2018, the reserve is required to
    be applied to prepay the Mortgage Loan and the related yield maintenance for such prepayment.
	21	The Shoppes at Rio
    Grande mortgage loan was originated on September 7, 2016. Under the terms of the related Mortgage Loan documents, the first
    due date is October 6, 2016, and the borrower is only required to pay interest on the related mortgage loan for the number
    of days in the initial interest accrual period for which the mortgage loan was outstanding (29 days from September 7 to October
    5). As a result, the related mortgage loan seller will contribute an Initial Interest Deposit Amount to the Issuing Entity
    on the Closing Date to cover an amount that represents one-day’s interest that would have accrued with respect to the
    Mortgage Loan at the related Net Mortgage Rate with respect to a October 2016 payment date, such Mortgage Loan is being treated
    as having a First Due Date on October 6, 2016.
	22	Upon written request
    from Borrower, within ten business days of such request, Lender shall transfer from the replacement reserve account amounts
    not to exceed 75% of the total amount of replacement reserve funds then deposited in the replacement reserve account to the
    PIP reserve account.
	23	The Cut-off Date
    Principal Balance of $30,000,000 represents the controlling note A-1 of a $57,620,000 loan combination evidenced by two pari
    passu notes. The companion loan, evidenced by non-controlling note A-2, with an outstanding principal balance as of the Cut-off
    Date of $27,620,000 is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio,
    LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt
    Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $57,620,000.
	24	The Cut-off Date
    Principal Balance of $21,861,531 represents the non-controlling note A-2-1 of a $69,000,000 whole loan evidenced by three
    pari passu notes. The companion loan is evidenced by the controlling note A-1 with a principal balance as of the Cut-off Date
    of $24,842,649, which was contributed to the GSMS 2016-GS2 transaction. The non-controlling companion loan, evidenced by note
    A-2-2 with an aggregate principal balance as of the Cut-off Date of $21,861,531 is expected to be contributed to one or more
    future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NOI DSCR, Underwritten NCF
    DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate Cut-off Date Balance of $68,565,712.
	25	The lockout period
    will be at least 30 payment dates beginning with and including the first payment date of April 6, 2016. For the purposes of
    this prospectus, the assumed lockout period of 30 payment dates is based on the expected GSMS 2016-GS3 securitization closing
    date in September 2016. The actual lockout period may be longer.
	26	The Ongoing Replacement
    Reserve is an FF&E reserve in an amount equal to (i) for the Due Dates occurring in April 2016 through March 2017, $63,395.52
    and (ii) for each Due Date thereafter, an amount equal to the greater of (a) the monthly amount required to be reserved pursuant
    to the franchise agreement for the replacement of FF&E or (b) one-twelfth (1/12th) of 4% of the operating income of the
    property for the previous twelve (12) month period as determined on the anniversary of the last day of the calendar month
    in February.
	27	The Cut-off Date
    Principal Balance of $21,000,000 represents the non-controlling note A-2 of a $96,000,000 whole loan evidenced by two pari
    passu notes and one subordinate note B. The related companion loans are evidenced by the non-controlling note A-1 with a principal
    balance as of the Cut-off Date of $55,000,000, which was contributed to the GSMS 2016-GS2 transaction. The controlling note
    B with a principal balance as of the Cut-off Date of $20,000,000 was sold to Forethought Life Insurance Company.


 



     


     


    



 


 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113 


Attention:
Corporate Trust Services (CMBS) 


GS Mortgage Securities
Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry 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 Book-Entry 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 Pooling 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:



 


 






 


		*	Select appropriate depository.



 






    Exhibit I-1 


     

    

 


(1)         the offer of the Certificates
was not made to a person in the United States;


 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made 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 Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer, the Asset Representations Reviewer, the
Initial Purchasers and the Loan-Specific Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


		cc:	GS Mortgage Securities Corporation II



 


 



 


**    Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 






    Exhibit I-2 


     

    

 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota
55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry 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 Book-Entry 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 Pooling and Servicing Agreement 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 person in the United States,


 






    Exhibit J-1 


     

    

 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made 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 Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer, the Asset Representations Reviewer, the
Initial Purchasers and the Loan-Specific Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


		cc:	GS Mortgage Securities Corporation II



 


 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    Exhibit J-2 


     

    

 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry 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 Book-Entry 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


  


 



 


*
    Select appropriate depository.


 



    Exhibit K-1 


     

    




 


 


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 the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer, the Asset Representations Reviewer, the
Initial Purchasers and the Loan-Specific Initial Purchaser.



 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


		cc:	GS Mortgage Securities Corporation II



 






    Exhibit K-2 


     

    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by 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









 


 



 


*
    Select, as applicable.


 



    Exhibit L-1 


     

    




  


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 Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers
and the Loan-Specific Initial Purchaser.






 


	 	Dated:______________	 
	 	 	 	 
		By:	 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 






    Exhibit L-2 


     

    

 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] 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 Book-Entry 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 Pooling 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 person in the United States;


 


 



 


*     Select appropriate depository.


 



    Exhibit M-1 


     

    

 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made 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 Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers and the Loan-Specific Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


		cc:	GS Mortgage Securities Corporation II



 


 



 


**   Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 



    Exhibit M-2 


     

    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] 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 Book-Entry 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 Pooling and Servicing Agreement 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 person in the United States,


 






    Exhibit N-1 


     

    

 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made 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 Master Servicer, the General Special Servicer, the 540 West
Madison Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers and the Loan-Specific Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


		cc:	GS Mortgage Securities Corporation II



 





 



 


*    Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 



    Exhibit N-2 


     

    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479 0113


Attention:
Corporate Trust Services (CMBS)


GS Mortgage Securities
Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor. Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] 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 Book-Entry 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









 






    Exhibit O-1 


     

    

 


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 Master Servicer, the General Special Servicer, the 540 West Madison Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers
and the Loan-Specific Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


		cc:	GS Mortgage Securities Corporation II



 






    Exhibit O-2 


     

    

 



EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING HOLDER, the controlling 

class representative and/or
a Controlling Class 

Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3


		Email:	trustadministrationgroup@wellsfargo.com;

                                                                                cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3



 


In accordance with
the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned
is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any
investment advisor or manager or other representative of the foregoing).


 


2.           The undersigned
is neither the Directing Holder, the Controlling Class Representative, a Controlling Class Certificateholder, the 540 West Madison
Controlling Class Representative nor a 540 West Madison Controlling Class Certificateholder.


 


3.           In the case that
the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned
has received a copy of the Prospectus.


 


4.           The
undersigned is not a Borrower Party.


 


5.           The undersigned
is requesting access pursuant to the Pooling 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 Pooling and Servicing Agreement]. In












 



    Exhibit P-1A-1 


     

    




 


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 not, without the prior written consent of the Depositor, 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; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. 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.


 


6.           The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific
Initial Purchaser 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.


 


7.           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 Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.           Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and 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.


  





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Companion Holder]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______










 






    Exhibit P-1A-2 


     

    

  


cc:
GS Mortgage Securities Corporation II


 






    Exhibit P-1A-3 


     

    

  


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING HOLDER, CONTROLLING CLASS REPRESENTATIVE 

and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS3 

        Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com 

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: Don Simon, Chief
Operating Officer
	 	
        Wells Fargo Bank, National
Association,

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3

	 	 	 
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah, Adam Singer

        Facsimile: (305) 229-6425
	 	
        Trimont Real Estate Advisors,
        LLC

        

        One Alliance Center

        

        3500 Lenox Road, Suite G1

        

        Atlanta, GA 30326

        

        Attention: Special Servicing

        

        Email: CMBS_Servicing@Trimontrea.com



 


		Re:	GS Commercial Mortgage Securities Trust 2016-GS3, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS3



 


In accordance with
the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned is [the
Directing Holder] [the Controlling Class Representative] [a Controlling Class Certificateholder].


 


2.           The undersigned has received
a copy of the Prospectus.


 


3.           The undersigned is
not a Borrower Party.


 



    Exhibit P-1B-1 


     

    

 


4.           The undersigned is requesting
access pursuant to the Pooling 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 Pooling 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 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 Depositor, 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; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. 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 the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific
Initial Purchaser 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.           At any time the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification attached
as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.           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 Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.           [For
use with any party other than the initial Directing Holder] The undersigned hereby certifies that an executed copy of this
certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed
by registered mail, postage prepaid].


 


9.           Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 



    Exhibit P-1B-2 


     

    

 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and 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.


 








	 	[Directing
Holder][Controlling Class Representative][Controlling Class Certificateholder]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______


cc: GS Mortgage Securities Corporation II



 






    Exhibit P-1B-3 


     

    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING HOLDER, CONTROLLING CLASS 

REPRESENTATIVE and/or
a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3


 


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3



 


In accordance with
the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned is a
Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any investment
advisor or manager or other representative of the foregoing).


 


2.           The undersigned
is neither the Directing Holder, the Controlling Class Representative, a Controlling Class Certificateholder, the 540 West Madison
Controlling Class Representative nor a 540 West Madison Controlling Class Certificateholder.


 


3.           In the case that the
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has
received a copy of the Prospectus.


 


4.           The undersigned is
a Borrower Party.


 


5.           The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned will keep the


 



    Exhibit P-1C-1 


     

    




 


Distribution
Date Statements 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 Distribution Date Statements will not, without the prior written consent of the
Depositor, 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; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements 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.


 


6.           The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific
Initial Purchaser 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.


 


7.           The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.           Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and 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.


 











	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______



 






    Exhibit P-1C-2 


     

    

 


cc: GS Mortgage Securities Corporation II


 






    Exhibit P-1C-3 


     

    

  


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING HOLDER, controlling class representative 

and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head, 	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS3

        Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: Don Simon, Chief
Operating Officer
	 	
        Wells Fargo Bank, National
Association,

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3

	 	 	 
	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

         
	 	
        Trimont Real Estate Advisors,
        LLC

        

        One Alliance Center

        

        3500 Lenox Road, Suite G1

        

        Atlanta, GA 30326

        

        Attention: Special Servicing

        

        Email: CMBS_Servicing@Trimontrea.com 



  


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3



 


In accordance with
the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned is [the Directing Holder][the Controlling Class Representative][the Holder of the majority of the Controlling Class][a
Controlling Class Certificateholder][the 540 West Madison Controlling Class Representative][the holder of the majority of the
540 West Madison Controlling Class][a 540 West Madison Controlling Class Certificateholder.



 


2.           The undersigned is
a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    Exhibit P-1D-1 


     

    

 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


3.           The undersigned has received
a copy of the Prospectus.


 


4.           [If the undersigned
is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then in each case with respect
to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an “Excluded Loan”, as
defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation Termination Event shall be deemed
to occur and the Certificate Administrator is hereby directed to post such information on its website as a special notice.]


 


5.           [If the undersigned
is (a) a holder of 50% or more of the 540 West Madison Controlling Class or (b) the 540 West Madison Controlling Class Representative,
then in each case with respect to the Trust Subordinate Companion Loan listed in this certification, the Trust Subordinate Companion
Loan shall be an “Excluded Loan”, as defined in the Pooling and Servicing Agreement, and a Trust Subordinate Companion
Loan Control Termination Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information
on its website as a special notice.]


 


6.           Except with respect
to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling 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 Pooling 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 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 Depositor, 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; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. 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.


 


7.           The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s


 



    Exhibit P-1D-2 


     

    




 


Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


8.           The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer, the 540 West Madison
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific
Initial Purchaser 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.


 


9.           To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


10.          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 Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


11.          The undersigned
hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


 


12.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and 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.



 






    Exhibit P-1D-3 


     

    

 














	 	[Directing
Holder][Controlling Class Representative][Holder of the Majority of the Controlling Class][Controlling Class Certificateholder][540
West Madison Controlling Class Representative][Holder of the Majority of the 540 West Madison Controlling Class][540 West Madison
Controlling Class Certificateholder]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______ 


cc: GS Mortgage Securities Corporation II


 






    Exhibit P-1D-4 


     

    

  


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head, 	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS3

        Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: Don Simon, Chief
Operating Officer
	 	
        Wells Fargo Bank, National
Association,

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3

	 	 	 
	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

         
	 	
        Trimont Real Estate Advisors,
        LLC

        

        One Alliance Center

        

        3500 Lenox Road, Suite G1

        

        Atlanta, GA 30326

        

        Attention: Special Servicing

        

        Email: CMBS_Servicing@Trimontrea.com

        




   

		
                                                        Re:
	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE GS MORTGAGE SECURITIES TRUST 2016-GS3, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2016-GS3, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING
AGREEMENT.


 


In accordance with Section
3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.           The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder][the 540 West Madison Controlling Class Representative][the Holder of the majority of the 540 West Madison
Controlling Class][a 540 West Madison Controlling Class Certificateholder] as of the date hereof.





 



    Exhibit P-1E-1 


     

    







 


2.           The undersigned has become
a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded
Controlling Class Loan](s)”):



 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.           [If the undersigned is (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative,
then in each case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage Loan shall be an
“Excluded Loan”, as defined in the Pooling and Servicing Agreement, and a Control Termination Event and a Consultation
Termination Event shall be deemed to occur and the Certificate Administrator is hereby directed to post such information on its
website as a special notice.]


 


4.           [If the undersigned is (a) a holder of 50% or more of the 540 West Madison Controlling Class or (b) the 540 West Madison
Controlling Class Representative, then in each case with respect to the Trust Subordinate Companion Loan listed in this certification,
the Trust Subordinate Companion Loan shall be an “Excluded Loan”, as defined in the Pooling and Servicing Agreement,
and a Trust Subordinate Companion Loan Control Termination Event shall be deemed to occur and the Certificate Administrator is
hereby directed to post such information on its website as a special notice.]


 


5.           Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling 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 Pooling 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 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 Depositor, 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; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The


 






    Exhibit P-1E-2 


     

    




 


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.


 


6.           The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


7.           The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General Special Servicer,
the 540 West Madison Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial
Purchasers, the Loan-Specific Initial Purchaser 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.


 


8.           To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


9.           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 Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


10.        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 Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier
or (b) mailed by registered mail, postage prepaid.


 


11.        The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class


 






    Exhibit P-1E-3 


     

    

 


Holder
status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


 


12.        The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers, the Loan-Specific 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 Excluded Information relating to the [Excluded
Loan][Excluded Controlling Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and 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.


 

















	 	[Controlling
Class Representative][Holder of the majority of the Controlling Class][Controlling Class Certificateholder][540 West Madison Controlling
Class Representative][Holder of the majority of the 540 West Madison Controlling Class][540 West Madison Controlling Class Certificateholder]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:





 


Dated: _______ 


cc: GS Mortgage Securities Corporation II




 





 






    Exhibit P-1E-4 


     

    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS3

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank, National Association,

        

        8480 Stagecoach Circle

        Frederick, Maryland 21701-4747

        

        Attention: GS Mortgage Securities Trust Series 2016-GS3

         



		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3



 


In accordance with Section 3.13(b) of the Pooling
and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The undersigned is [the Controlling Class Representative][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder][the 540 West Madison Controlling Class Representative][the Holder of the majority of the 540 West Madison
Controlling Class][a 540 West Madison Controlling Class Certificateholder] as of the date hereof.





 


2.          The undersigned has become a Borrower Party
with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class
Loan](s)”):



 






    Exhibit P-1F-1 


     

    

  


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


  


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the GS Mortgage Securities Trust 2016-GS3 securitization should be revoked as to such users:





	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


4.          The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling Class Holder
with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination of the related
Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling
and Servicing Agreement.


 


Capitalized terms used but not defined herein have
the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and 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. 





	 	 	 
	 	[Controlling
Class Representative][Holder of the majority of the Controlling Class][Controlling Class Certificateholder][540 West Madison Controlling
Class Representative][Holder of the majority of the 540 West Madison Controlling Class][540 West Madison Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


  



    Exhibit P-1F-2 


     

    

 


cc: GS Mortgage Securities Corporation II


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator





	 	 
	Name:	 
	Title:	 



 



    Exhibit P-1F-3 


     

    

 


EXHIBIT P-1G


 


Form
of Certification of the CONTROLLING CLASS REPRESENTATIVE


 


[Date]


 


	Midland Loan Services, a Division of PNC

Bank, National Association, 10851 Mastin

Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head, 	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2016-GS3

        Email: trustadministrationgroup@wellsfargo.com

           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite
100

        Amherst, New York 14228

        Attention: Don Simon, Chief Operating
        Officer

         
	 	
        Wells Fargo Bank, National
Association,

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3




 


	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

         
	 	
        Trimont Real Estate Advisors,
        LLC

        

        One Alliance Center

        

        3500 Lenox Road, Suite G1

        

        Atlanta, GA 30326

        

        Attention: Special Servicing

        

        Email: CMBS_Servicing@Trimontrea.com

        




 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3



 


In accordance with Section
3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned has been
appointed to act as the Controlling Class Representative.


 


2.          The undersigned is
not a Borrower Party.


 


3.          If the undersigned becomes
a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          [For use with
any party other than the initial Controlling Class Representative] 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 Pooling and Servicing Agreement 


 



    Exhibit P-1G-1 


     

    

 


to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.          Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


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.


	 	 	 
	 	Controlling Class Representative
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





		cc:	GS Mortgage Securities Corporation II



 



    Exhibit P-1G-2 


     

    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-GS3



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2016
(the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and Trustee, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540
West Madison Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, with respect
to the 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;



 


		2.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.          has provided the Depositor
with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has access to the Depositor’s
17g-5 website; and


 


c.          agrees that the confidentiality
agreement attached as Annex A hereto 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; or


 


		3	The undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten
(10) or more times during the most recently ended calendar year, or (b) has determined and maintained credit ratings for at least
10% of the issued securities and money market instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii)
in the calendar year prior to the year covered by the SEC Certification, if it accessed such information for 10 or more issued
securities or money market instruments



 


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.


 



    Exhibit P-2-1 


     

    

 


Capitalized terms used but not
defined herein shall have the respective meanings assigned thereto in the Pooling 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 date certified.


	 	 	 
	 	[IDENTIFY
PARTY]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit P-2-2 


     

    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality
Agreement (the “Confidentiality Agreement”) is made in connection with [_____] (together with its affiliates,
the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational,
structural and other information relating to the issuance of the GS Mortgage Securities Corporation Trust 2016-GS3, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS3 (the “Certificates”) pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Midland Loan Services, A Division of PNC Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, and Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and the assets underlying or referenced by the Certificates, including the identity of, and financial
information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential
Information. For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include
the following information (irrespective of its source or form of communication, including information obtained by you through access
to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring
of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y) any of the terms, conditions or
other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


		·	was or becomes generally available to the public (including through filing with the Securities
and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative
(as defined below) in violation of this Confidentiality Agreement;



 


		·	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or



 


		·	is independently developed by the NRSRO without reference to any Confidential Information.



 



    Exhibit P-2-3 


     

    

 


Information to Be Held in
Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that you are
aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material,
non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed
of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the Confidential
Information as private and confidential. Subject to the terms herein, without the prior written consent of the applicable Furnishing
Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to
you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 


		·	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior
to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure,
and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



 


		·	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



 


		·	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



 


Disclosures Required by
Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a


 



    Exhibit P-2-4 


     

    

 


protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation
Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including
copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing
Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing
Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies
and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material
that may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation
Material obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain
subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 


Violations of this Confidentiality
Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly to advise
each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential
Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity to limit, stop
or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and agree that
the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions
of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief to prevent breaches
of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy
to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed


 



    Exhibit P-2-5 


     

    

 


that no failure to or delay
in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.


 


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This
Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This
Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of
Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings
and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality
Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such
agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


 


Contact Information.
Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


[_____________]


 



    Exhibit P-2-6 


     

    

 



EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


	Attention:	Corporate
                                         Trust Services (CMBS), GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-GS3



 


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 Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at
ctslink.customerservice@wellsfargo.com.


 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison
Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


	1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management Inc., Markit Group Limited or Thomson Reuters Corporation, a market data provider that has been
given access to the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com
(“CTSLink”) by request of the Depositor.



 


	2.	The undersigned agrees that each time it accesses CTSLink, 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 CTSLink 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.



 


	4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the General
Special Servicer, the 540 West Madison Special Servicer, the Operating Advisor, the Asset Representations Reviewer 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.



 






    Exhibit P-3-1 


     

    

 


	5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling 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 date certified.


 






    Exhibit P-3-2 


     

    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS3



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, the undersigned, as Custodian, hereby certifies that, except as noted
on the attached Custodial Exception Report, as to each Mortgage Loan and Trust Subordinate Companion Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan or Trust Subordinate Companion Loan paid in full or for which a Liquidation Event has
occurred) the Custodian has, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of the Pooling and Servicing Agreement, reviewed
the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) all documents
specified in clauses (1), (2), (3), (4) (other than with respect to the Non-Serviced Mortgage Loan), (5), (7), (15) and (20) (for
any Mortgage Loan that is part of a Whole Loan) of the definition of “Mortgage File” are in its possession, (ii) the
recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt
by the undersigned of the particular recorded/filed documents); (iii) all documents received by the undersigned with respect to
such Mortgage Loan have been reviewed by the undersigned and (A) appear regular on their face (handwritten additions, changes or
corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate)
and (C) purport to relate to such Mortgage Loan and the Trust Subordinate Companion Loan; and (iv) based on the examinations referred
to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing documents (together
with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule”
accurately reflects the information set forth in the Mortgage File.


 


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 






     Exhibit Q-1


     

    

 





	 	 	 	 	 
	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit Q-2


     

    

 


SCHEDULE
A


 


	GS Mortgage Securities Corporation II

200 West Street 

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com	 	
        Moody’s Investors Service, Inc. 

        7 World Trade Center 

        250 Greenwich Street 

        New York, New York 10007 

        Attention: Commercial Mortgage Surveillance Group 

        E-mail: CMBSSurveillance@moodys.com

	 	 	 
	Goldman Sachs Mortgage Company

200 West Street 

New York, New York 10282

Attention: Leah Nivison

Fax number: (212) 428-1439

Email: leah.nivison@gs.com	 	
        Fitch Ratings, Inc. 

        One State Street Plaza 

        New York, New York 10004 

        Attention: Commercial Mortgage Backed Securities Surveillance 

        Facsimile No.: (212) 635-0295 

        E-mail: info.cmbs@fitchratings.com

	 	 	 
	
        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        GS Mortgage Securities Trust 2016-GS3 

        E Mail: cts.cmbs.bond.admin@wellsfargo.com
	 	
        Kroll Bond Rating Agency, Inc. 

        845 Third Avenue, 4th Floor 

        New York, New York 10022 

        Attention: CMBS Surveillance 

        Facsimile No.: (646) 731-2395

	 	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer 

        Facsimile: (305) 229-6425
	 	
        Midland Loan Services, a Division of PNC 

Bank, National Association, 10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division Head, 

        Fax number: (913) 253-9001

	 	 	 
	
        S&P Global Ratings 

        55 Water Street, 41st Floor 

        New York, New York 10041 

        Attention: Commercial Mortgage Surveillance Manager 

        Email: cmbs_info_17g5@standardandpoors.com
	 	
        Trimont Real Estate Advisors,
LLC 

        One Alliance Center 

        3500 Lenox Road, Suite G1 

        Atlanta, GA 30326 

        Attention: Special Servicing 

        Email: CMBS_Servicing@Trimontrea.com




 


     Exhibit Q-3


     

    
 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Midland Loan Services, a Division of PNC Bank, National Association, 


10851 Mastin Street, Suite 700 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division Head, 


Fax number: (888) 706-3565


	 





SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association,
a national banking association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis
Road, Columbia, Maryland 20145, not in its individual capacity but solely as Trustee (in such capacity, the “Trustee”),
hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association (the “Master Servicer”),
and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the Board of Directors of
the Master 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 Attorneys-In-Fact if such documents are required or permitted under the terms of the
Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Agreement”) by and among GS Mortgage Securities
Corporation II, as Depositor, the Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer (the “General
Special Servicer”), Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer (the “540 West Madison
Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate
Administrator”) and Trustee (in such capacity, the “Trustee”), and Pentalpha Surveillance LLC, as
Asset Representations Reviewer (in such capacity, the “Asset Representations Reviewer”) and Operating Advisor
(in such capacity, the “Operating Advisor”), on behalf of the GS Mortgage Securities Trust 2016-GS3, Commercial
Mortgage Pass-Through Certificates, Series 2016-GS3 and no power is granted hereunder to take any action that would be adverse
to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of Attorney
is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans and the Trust
Subordinate Companion Loan (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans
are comprised of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively),
and other forms of security instruments (collectively, the “Security Instruments”)


 






     Exhibit R-1-1


     

    

 


and the Mortgage 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)
belonging to or claimed by Wells Fargo 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 Security Instruments 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 Wells Fargo Bank, National Association, as Trustee, in
litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank, National Association,
as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.          Transact business of any
kind regarding the Loans and the Mortgaged Properties.


 


4.          Obtain an interest in
the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo 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, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers, the Loans
and/or the Mortgaged 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 Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying the Mortgaged Properties,
in the interest of Wells Fargo 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 Loans.


 


7.          [RESERVED].


 






     Exhibit R-1-2


     

    

 


8.          Such other actions and
file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer’s
duties and responsibilities under the Agreement.


 


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 Loans to the entity (or its designee or assignee) possessing the right to obtain ownership of the Loans.


 


10.         Subordinate the lien of
a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, 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 Mortgaged Property to be acquired as real estate owner, 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 the Mortgaged Property to a party contracted
to purchase same, escrow instructions and any 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 Master Servicer hereby agrees
to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents 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 by reason or result of the misuse of this Limited Power
of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells Fargo
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[__].


 






     Exhibit R-1-3


     

    

 





	 	 	 	 
	NO CORPORATE SEAL	Wells Fargo Bank,
National Association, as Trustee,
	 	 	 	 
	 	For GS Mortgage Securities Trust 2016-GS3
	 	 



	 	 	By:	 
	Witness:	 	 	,
    Vice President
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	,
    Vice President
	 	 	 	 
	Attest:	Trust
    Officer	 	 	 


 






     Exhibit R-1-4


     

    

 





	STATE
OF 	)
	 	)     ss.:
	COUNTY OF 	)



 


On
________________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.




	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



 



     Exhibit R-1-5


     

    




 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR [GENERAL SPECIAL SERVICER] [540 WEST MADISON SPECIAL SERVICER]


 


RECORDING REQUESTED BY:


 


[Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff Krasnoff,
Niral Shah, Adam Singer 


Facsimile: (305) 229-6425]


 


[Trimont Real Estate Advisors, LLC


One Alliance Center 


3500 Lenox Road, Suite G1 


Atlanta, GA 30326 


Attention: Special Servicing 


Email: CMBS_Servicing@Trimontrea.com]


	 





SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in
such capacity, the “Trustee”), hereby constitutes and appoints [Rialto Capital Advisors, LLC (“General
Special Servicer”)][Trimont Real Estate Advisors, LLC (“540 West Madison Special Servicer”)], and
in its name, aforesaid Attorney-In-Fact, by and through any officer appointed by the [Board of Directors] of [General Special Servicer][540
West Madison 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 (10) below; provided however, that the documents described
below may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms
of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Agreement”) by and among GS Mortgage
Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
(the “Master Servicer”), [General Special Servicer][Rialto Capital Advisors, LLC, as General Special Servicer
(the “General Special Servicer”)], [540 West Madison Special Servicer][ Trimont Real Estate Advisors,
LLC, as 540 West Madison Special Servicer (the
“540 West Madison Special Servicer”)], Wells Fargo Bank, National Association, as Certificate Administrator
(in such capacity, the “Certificate Administrator”) and Trustee (in such capacity, the “Trustee”),
and Pentalpha Surveillance LLC, as Asset Representations Reviewer (in such capacity, the “Asset


 





     Exhibit R-2-1


     

    

 


Representations Reviewer”)
and Operating Advisor (in such capacity, the “Operating Advisor”), on behalf of the GS Mortgage Securities Trust
2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 and no power is granted hereunder to take any action that
would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power
of Attorney is being issued in connection with the [General Special][540 West Madison Special] Servicer’s responsibilities
to service [certain mortgage loans][the Trust Subordinate companion Loan] (the “Loans”) held by Wells Fargo
Bank, National Association, as Trustee. The Loans are comprised of mortgages or deeds of trust (the “Mortgages”
and “Deeds of Trust” respectively), and other forms of security instruments (collectively, the “Security
Instruments”) and the Mortgage 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) belonging to or claimed by Wells Fargo 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, taking deeds in lieu of foreclosure, evicting (to the extent allowed by federal,
state or local laws) and foreclosing on the properties under
the Security Instruments 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 Wells Fargo Bank, National Association, as
Trustee, in litigation and to resolve any litigation where the [General Special][540 West Madison Special] Servicer has an obligation
to defend Wells Fargo Bank, National Association, as Trustee.


 


3.          Obtain an
interest in the Loans, the Mortgaged Property and/or building thereon, as Wells Fargo 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.


 


4.          Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding
the Borrowers, the Loans and/or the Mortgaged 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 Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Properties, in the interest of Wells Fargo Bank, National Association, as Trustee. 


 


5.          Endorse on behalf of the undersigned
all checks, drafts and/or other negotiable instruments


 






     Exhibit R-2-2


     

    

 


made payable to the undersigned and draw upon, replace, substitute, release
or amend letters of credit as property securing the loans.


 


6.          Such other actions
and file such other instruments and certifications as are reasonably necessary to complete or accomplish the [General Special][540
West Madison Special] Servicer’s duties and responsibilities under the Agreement.


 


7.          Subordinate the lien
of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, 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.


 


8.          Convey the Mortgaged
Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey title
to real estate owned property (“REO Property”).


 


9.          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 the Mortgaged Property to a party contracted
to purchase same, escrow instructions and any 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 [General
Special][540 West Madison Special] Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee,
and its directors, officers, employees and agents 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
by reason or result of the misuse of this Limited Power of Attorney by the [General Special][540 West Madison 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 Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF,
Wells Fargo 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 ___________, 2016.


	 	 	 	 
	NO CORPORATE SEAL	Wells
Fargo Bank, National Association, as Trustee,



 






     Exhibit R-2-3


     

    

 


	 	 	 	 
	 	For
GS Mortgage Securities Trust 2016-GS3
	 	 	 	 
	 	 	By:	 
	Witness: , Vice President	 	 	 
	 	 	 	 
	Attest: Trust Officer	 	 	 




 





     Exhibit R-2-4


     

    

 


EXHIBIT
S


 


INITIAL COMPANION HOLDERS, INITIAL CLASS MAJORITY
CERTIFICATEHOLDER 


 





	Loan	Companion Holder
	540 West Madison	
        NOTE A-2; NOTE A-3; NOTE A-4:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

200 West Street 

        New York, New York 10282 

        Attention: Leah Nivison 

         

        NOTE C

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

200 West Street 

        New York, New York 10282 

        Attention: Leah Nivison

	U.S. Industrial Portfolio	
        NOTE A-2; NOTE A-3; NOTE A-4:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

200 West Street 

        New York, New York 10282 

        Attention: Leah Nivison

	10 Hudson Yards	
        NOTE A-1-S; NOTE A-2-S; NOTE B-1; NOTE B-2:

         

        Wilmington Trust, National Association for the




 


     Exhibit S-1


     

    
 


	 	
        Holders of the Hudson Yards 2016-10HY Mortgage Trust Commercial Mortgage
        Pass-Through Certificates

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee 

         

        With a copy to:

         

        Fax Number: (302) 630-4140 

        Email: CMBSTrustee@wilmingtontrust.com

         

        NOTE A-1-C1; NOTE A-1-C2, NOTE A-1-C3,

NOTE A-1-C4, NOTE A-1-C5,
        NOTE A-1-C6:

         

        German American Capital Corporation

         

        NOTICE ADDRESS:

         

        German American Capital Corporation

        60 Wall Street

        New York, New York 10005

        Attention: Lainie Kaye

         

        NOTE A-2-C1; NOTE A-2-C2; NOTE A-2-C3:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

200 West Street 

        New York, New York 10282 

        Attention: Leah Nivison

	The Falls	
        NOTE A-1; NOTE A-2; NOTE A-3:

         

        UBS AG, by and through its branch office at 1285 Avenue of the Americas,
        New York, New York 10019

         

        NOTICE ADDRESS:



 


     Exhibit S-2


     

    
 


	 	
        UBS AG, by and through its branch office at 1285 Avenue of
the Americas, New York, New York 10019 

        1285 Avenue of the Americas 

        New York, New York 10019 

        Attention: David Schell 

        Email: david.schell@ubs.com

         

        with a copy to:

         

        Cadwalader, Wickersham
& Taft LLP 

        200 Liberty Street 

        New York, New York 10281 

        Attention: Frank Polverino,
Esq. 

        Facsimile No.: (212) 504-6666 

        Email: frank.polverino@cwt.com

	Hamilton Place	
        NOTE A-2:

         

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

         

        Goldman Sachs Mortgage Company

200 West Street 

        New York, New York 10282 

         

        Attention: Leah Nivison

	Panorama Corporate Center	
        NOTE A-1:

         

        Wells Fargo Bank, National Association for the Holders of GS Mortgage
        Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        GS Mortgage Securities Trust 2016-GS3

         

        with a copy to:

         

        E Mail: cts.cmbs.bond.admin@wellsfargo.com,




 


     Exhibit S-3


     

    
 

	 	and
    to trustadministrationgroup@wellsfargo.com
	Veritas Multifamily Pool 1	
        NOTE A-1; SUBORDINATE COMPANION LOAN:

        

        Wilmington Trust, National Association for the Holders of GS Mortgage Securities Corporation Trust 2016-RENT, Commercial Mortgage
        Pass-Through Certificates, Series 2016-RENT

         

        Notice
        Address:

         

Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee GS 2016-RENT

         

        NOTE A-2:

        

        Wells Fargo Bank, National Association for the Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
        Certificates, Series 2016-GS2

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        GS Mortgage Securities Trust 2016-GS3

         

        with a copy to: 

        E Mail: cts.cmbs.bond.admin@wellsfargo.com,
and to trustadministrationgroup@wellsfargo.com

	Residence Inn and SpringHill Suites North Shore	
        NOTE A-1:

         

        Wells Fargo Bank, National Association for the Holders of GS Mortgage
        Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road




 


     Exhibit S-4


     

    
 


	 	
        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        GS Mortgage Securities Trust 2016-GS3

         

        with a copy to: 

        E Mail: cts.cmbs.bond.admin@wellsfargo.com,
        and to trustadministrationgroup@wellsfargo.com

         

        NOTE A-2-2:

        

        Goldman Sachs Mortgage Company

         

        Notice
        Address:

         

        Goldman Sachs Mortgage Company

200 West Street 

        New York, New York 10282 

        Attention: Leah Nivison

	Embassy Suites Portland Airport	
        NOTE A-2:

        

        Goldman Sachs Mortgage Company

         

        Notice
        Address:

         

        Goldman Sachs Mortgage Company

200 West Street 

        New York, New York 10282 

        Attention: Leah Nivison

	Veritas Multifamily Pool 2	
        NOTE A-1:

        

        Wells Fargo Bank, National Association for the Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
        Certificates, Series 2016-GS2

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        GS Mortgage Securities Trust 2016-GS3

         

        with a copy to:

         

        E Mail: cts.cmbs.bond.admin@wellsfargo.com,




 


     Exhibit S-5


     

    
 


	 	
        and to trustadministrationgroup@wellsfargo.com

         

        SUBORDINATE COMPANION LOAN

        

        Forethought Life Insurance Company

         

        Notice
        Address:

         

        Forethought Life Insurance Company 

        c/o Global Atlantic Financial Company 

        132 Turnpike Road, Suite 210 

        Southborough, Massachusetts 01772 

        Attention: Middle Office/Mark Sangalang

         

        with a copy to:

         

        Shipman & Goodwin LLP 

        One Constitution Plaza 

        Hartford, Connecticut 06103-1919 

        Attention: Kathleen M. Mylod




 


     Exhibit S-6


     

    

 



EXHIBIT T


 


FORM OF NOTICE RELATING
TO THE NON-SERVICED MORTGAGE LOANS


 


[Date]


	[Other Trustee]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Certificate Administrator]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Other Master Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Other Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Other Asset Representations Reviewer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]


 

		Re:	[Other Securitization Trust]



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Trust and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing Agreement”),
by and among [_____], as Depositor, [_____], as Master Servicer, [_____], as Special Servicer, [_____], as Certificate Administrator
and as Trustee, and [_____], as Operating Advisor and Asset Representations Reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them (or an analogous term) in the Other Pooling and Servicing Agreement.


 


The undersigned is the
certificate administrator under the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “GS3 PSA”),
by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “GS3 Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the
“GS3 General Special Servicer”), Trimont Real Estate Advisors, LLC, as 540 West Madison special servicer (the
“GS3 540 West Madison Special Servicer”), Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “GS3 Certificate
Administrator”) and trustee (in such capacity, the “GS3 Trustee”), pursuant to which the GS Mortgage
Securities Trust 2016-GS3 (the “GS3 Trust”) was established and the [10 Hudson Yards][Panorama Corporate Center][Veritas
Multifamily Pool 1][Residence Inn and


 






    Exhibit T-1 


     


    

 


SpringHill
Suites North Shore][Veritas Multifamily Pool 2] Companion Loan was transferred to the GS3 Trust as of September 30, 2016
(the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.          Wells Fargo Bank,
National Association, as trustee under the GS3 PSA, is the holder of the [10 Hudson Yards][Panorama Corporate Center][Veritas Multifamily
Pool 1][Residence Inn and SpringHill Suites North Shore][Veritas Multifamily Pool 2] Companion Loan.


 


2.          You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GS3 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the GS3 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to, the holder of the [10 Hudson Yards][Panorama Corporate
Center][Veritas Multifamily Pool 1][Residence Inn and SpringHill Suites North Shore][Veritas Multifamily Pool 2] Companion Loan,
under the [Other Pooling and Servicing Agreement], and the [10 Hudson Yards][Panorama Corporate Center][Veritas Multifamily Pool
1][Residence Inn and SpringHill Suites North Shore][Veritas Multifamily Pool 2] Companion Loan Co-Lender Agreement, as applicable.


 


The [10 Hudson Yards][Panorama
Corporate Center][Veritas Multifamily Pool 1][Residence Inn and SpringHill Suites North Shore][Veritas Multifamily Pool 2] Mortgage
Loan [is][is not] a Significant Obligor (as such term is defined in the GS3 PSA) under the GS3 PSA.


 


3.              The contact information
for the GS3 Trustee, the GS3 Certificate Administrator, the GS3 Master Servicer, the GS3 Special Servicer, and the Companion Loan
Holder Representative with respect to the [10 Hudson Yards][Panorama Corporate Center][Veritas Multifamily Pool 1][Residence Inn
and SpringHill Suites North Shore][Veritas Multifamily Pool 2] Companion Loan are as follows:





	
        GS3 Trustee:


         

         
	 	
        Wells Fargo Bank, National Association


        9062 Old Annapolis Road


        Columbia, Maryland 21045-1951


        Attention: Corporate Trust Services (CMBS)


        GS Mortgage Securities Trust 2016-GS3


	GS3 Certificate Administrator:	 	
         

        Wells Fargo Bank, National Association


        9062 Old Annapolis Road


        Columbia, Maryland 21045-1951


        Attention: Corporate Trust Services (CMBS)


        GS Mortgage Securities Trust 2016-GS3


	GS3 Master Servicer:	 	
         

        Midland Loan Services, a Division of PNC Bank, 

National Association
10851 Mastin Street, Suite 700







 






    Exhibit T-2 


     


    

 


	 	 	


        Overland Park, Kansas 66210


        Attn: Executive Vice President – Division Head


	GS3 General Special Servicer:	 	
        Rialto Capital Advisors, LLC


        790 NW 107th Avenue, 4th Floor


        Miami, Florida 33172


        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer


        Facsimile: (305) 229-6425


	GS3 540 West Madison Special Servicer	 	
         

        Trimont Real Estate Advisors,
        LLC


        One Alliance Center


        3500 Lenox Road, Suite G1


        Atlanta, GA 30326


        Attention: Special Servicing


        Email: CMBS_Servicing@Trimontrea.com


	[10 Hudson Yards][Veritas Multifamily Pool 1] Companion Loan Holder Representative	 	
        [Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee


        Facsimile: (302) 630-4140


        Email: CMBSTrustee@wilmingtontrust.com]


        [Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee GS 2016-RENT


        Fax Number: (302) 636-4140


        Email: CMBSTrustee@wilmingtontrust.com]


	[Panorama Corporate Center][Residence Inn and SpringHill Suites North Shore][Veritas Multifamily Pool 2] Companion Loan Holder Representative	 	
         

        Wells Fargo Bank, National Association


        9062 Old Annapolis Road


        Columbia, Maryland 21045-1951


        Attention: Corporate Trust Services (CMBS)


        GS Mortgage Securities Trust 2016-GS2




 


4.          The GS3 Trust
is subject to the reporting requirements of the Securities Exchange Act of 1934, as it may be amended from time to time.


 


5.          A copy of an
executed version of the GS3 PSA will be available upon request.


 






    Exhibit T-3 


     


    

 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	



  




    Exhibit T-4 


     


    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To:


 


	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York  10007

Attention:  Commercial Mortgage Surveillance Group

E-mail:  CMBSSurveillance@moodys.com	Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York  10022

Attention:  CMBS Surveillance

Facsimile No.:  (646) 731-2395
	 	 
	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention:  Commercial Mortgage Backed Securities Surveillance

Facsimile No.:  (212) 635-0295

E-mail: info.cmbs@fitchratings.com	
        S&P Global Ratings

        55 Water Street, 41st Floor

        New York, New York 10041

        Attention: Commercial Mortgage Surveillance
Manager

        Email: cmbs_info_17g5@standardandpoors.com

         



 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
under the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison
Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor.



 


		Date:	_________, 20___



 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3



[Mortgage Loan (the “Mortgage Loan”)][Trust Subordinate Companion Loan (the “Trust Subordinate Companion
Loan”] identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________

       ____________________



 






    Exhibit U-1 


     


    

 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)    
Notify you that the Mortgagor has consummated a defeasance of the [Mortgage Loan][Trust Subordinate Companion Loan] pursuant
to the terms of the [Mortgage Loan][Trust Subordinate Companion Loan], of the type checked below:


 


____a full defeasance of the
entire principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan]; or


 


____a partial defeasance of
a portion of the principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan] that represents and, an allocated loan
amount of $____________ or _______% of the entire principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan];


 


(b)    
Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the [Mortgage Loan][Trust Subordinate Companion Loan] or the defeasance transaction:


 


(i)        
The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)        The defeasance was consummated on __________, 20__.


 


(iii)       The defeasance collateral consists of securities that (i) constitute “government securities” as defined in
Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments
for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the
Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)        The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions
in its organizational documents substantially similar to those contained in the organization documents of the original Borrower
with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets
other


 






    Exhibit U-2 


     


    

 


than the defeasance collateral and real property securing [Mortgage Loans][Trust Subordinate Companion Loan] included in
the pool.


 


(vi)       The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)      The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the [Mortgage Loan][Trust Subordinate
Companion Loan] from the proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the
amounts and on the dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage
Loan documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral
only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the
defeasance), (iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account
only after the [Mortgage Loan][Trust Subordinate Companion Loan] has been paid in full, if any such release is permitted, (v)
prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral,
and (vi) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all
fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and
expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)     The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the [Mortgage Loan][Trust Subordinate Companion Loan] (or the allocated
portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated
Repayment Date), (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments
within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor
in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for the [Mortgage Loan][Trust
Subordinate Companion Loan] (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)       The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent
of pool balance, which is less than [__]% of the aggregate Certificate Balance of


 






    Exhibit U-3 


     


    

 


the Certificates as of the date of the most
recent Distribution Date Statement received by us (the “Current Report”).


 


(x)         The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)         Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)    
  Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)     
  Agree to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4 


     


    

 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  




    Exhibit U-5 


     


    

 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This
report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing
Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation
II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National
Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating
Advisor.

Transaction: GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3

Operating Advisor: Pentalpha Surveillance LLC

General Special Servicer: Rialto Capital Advisors, LLC





540 West Madison Special
Servicer: Rialto Capital Advisors, LLC

Directing Holder: [_______]


 


		I.	Population of Mortgage
Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor
that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analysed by the Special Servicer as part of the development of
an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only on the
Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully
implemented.



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance
with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations


 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the
compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.





 






    Exhibit V-1 


     


    

 


of
the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s
assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its
obligations and net present value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the
following [●] Specially Serviced Loans: [List applicable mortgage loans]



 


		2.	Consulted with the Special Servicer as provided under
the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net
present value calculations and Appraisal Reduction calculations) related to the Specially Serviced Loans should be considered a
limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value
calculator, visit any property, visit the Special Servicer, visit the Directing Holder or interact with any borrower. In addition,
our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of
the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does
not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor
reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	[During the prior year,
the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to
the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations
and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special
Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally
included the following: [LIST].]



 


		3.	Appraisal Reduction calculations
and net present value calculations:



 


		4.	The
Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination
of what course



 






    Exhibit V-2 


     


    

 


of
action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special
Servicer.


 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/
has not been] resolved.



 


		5.	The following is a general
discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other
information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related
to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The Operating Advisor
did not participate in, or have access to, the Special Servicer’s and Directing Holder’s discussion(s) regarding any
Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Holder directly. As such, the
Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with
the Special Servicer, if any, in gathering the relevant information to generate this report.



 


		2.	The Special Servicer
has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement.
The Operating Advisor has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other
contractual limitations limit the Operating Advisor’s ability to outline the details or substance of the discussions held
between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with
its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that
the Operating Advisor is given access to by the Special Servicer.



 


		4.	There are many tasks
that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but are not limited
to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate
in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational
compliance with respect to those types of actions.



 






    Exhibit V-3 


     


    

 


		5.	The Operating Advisor
is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address
such questions to the certificate administrator through the certificate administrator’s website.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4 


     


    

 


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of [General Special Servicer] [540 West Madison Special Servicer]


 


Wells Fargo Bank, National Association
     as Trustee

Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) 


GS Mortgage Securities Trust 2016-GS3




 


Wells Fargo Bank, National Association

    as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust
Services (CMBS) 


GS Mortgage Securities Trust
2016-GS3 


Telecopy Number: (410) 715-2380


 


[Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer 


Facsimile: (305) 229-6425]


 


[Trimont Real Estate Advisors,
LLC 


One Alliance Center 


3500 Lenox Road, Suite G1 


Atlanta, GA 30326 


Attention: Special Servicing 


Email: CMBS_Servicing@Trimontrea.com] 


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, 

Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division


 






    Exhibit W-1 


     


    

 


of
PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate
Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator,
and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, on behalf of the holders of GS Mortgage
Securities Trust 2016-GS3, Commercial Mortgage Pass-Through Certificates, Series 2016-GS3 (the “Certificates”)
regarding the replacement of the [General Special Servicer] [540 West Madison Special Servicer]. Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the [General Special Servicer’s] [540 West Madison Special Servicer’s] operational practices conducted pursuant
to and in accordance with Section 3.26 of the Pooling and Servicing Agreement, it is our assessment that [Rialto Capital Advisors,
LLC] [Rialto Capital Advisors, LLC], in its current capacity as [General Special Servicer] [540 West Madison Special Servicer],
is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The
following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that [Rialto Capital Advisors, LLC] [Rialto Capital Advisors, LLC] be removed as [General Special Servicer]
[540 West Madison Special Servicer] and that [________] be appointed its successor in such capacity.


 





	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:


 




    Exhibit W-2 


     


    

 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


[Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile number: (888) 706-3565]


 


[Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer


Facsimile: (305) 229-6425]


  


[Trimont Real Estate Advisors,
LLC


One Alliance Center


3500 Lenox Road, Suite G1


Atlanta, GA 30326


Attention: Special Servicing


Email: CMBS_Servicing@Trimontrea.com]


 


		Re:	Access to Certain Information Regarding GS Mortgage Securities Trust 2016-GS3,
Commercial Mortgage Pass-Through Certificates, Series 2016-GS3



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling
and Servicing Agreement”), among the GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont
Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor. Defined terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland Loan Services, a Division of PNC
Bank, National Association (“Midland”)] [Rialto Capital Advisors, LLC (“Rialto”)] [Trimont
Real Estate Advisors, LLC (“Trimont”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans and the Trust Subordinate Companion
Loan to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the


 






    Exhibit X-1 


     


    

 





[_____] [__], 20[__]

Page 2


 


Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Midland] [Rialto] [Trimont] will provide
the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the Trust Subordinate Companion Loan and the related Mortgaged
Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes or may be based upon information
provided to [Midland] [Rialto] [Trimont] by third parties, (b) may not have been verified by [Midland] [Rialto] [Trimont],
and (c) may be incomplete or contain inaccuracies. The Company agrees that [Midland] [Rialto] [Trimont], the [“Master
Servicer”] [“General Special Servicer”] [“540 West Madison Special Servicer”] (as
defined in the Pooling and Servicing Agreement) and its Representatives (as defined below) shall not have any liability to the
Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Midland] [Rialto] [Trimont]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Midland] [Rialto] [Trimont]; (b) information that is obtained by Company from a third person who,
insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary
obligation to [Midland] [Rialto] [Trimont]; (c) information that is or becomes publicly available through no fault of Company;
and (d) information that is independently developed by Company. The term “Representatives” with respect to any
entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may
be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Midland] [Rialto] [Trimont]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland] [Rialto] [Trimont]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”).
[Midland] [Rialto] [Trimont] may cease or defer providing the Company with Confidential Information in the event that (a) the
Company or its Representatives violate any provision hereof, or (b) [Midland] [Rialto] [Trimont] determines (in its sole discretion)
that such termination is necessary for any reason, including its determination that such action is required pursuant to the terms
of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Midland] [Rialto] [Trimont]
shall cease to provide the Company with Confidential Information if [Midland] [Rialto] [Trimont] has actual knowledge that the
Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Midland] [Rialto] [Trimont]
determines that the provision, notice or access to such Confidential Information would violate the accepted servicing practices
or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information. [Midland] [Rialto] [Trimont]’s remedies hereunder, at law or at equity, are cumulative and
may be combined.


 






    Exhibit X-2 


     


    

 


[_____] [__], 20[__]

Page 3




 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Midland] [Rialto] [Trimont] intends at all times to comply with the terms and provisions
of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland]
[Rialto] [Trimont]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed
in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original instrument,
and all such counterparts together shall constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-3 


     


    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 





	 	Very truly yours,
	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[TRIMONT REAL ESTATE ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]



 


CONFIRMED AND AGREED TO:


 


[COMPANY NAME]


 





	By:	 	 
	 	Name:	 
	 	Title:	 



 




    Exhibit X-4 


     


    

 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION



 


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the GS Mortgage Securities Trust 2016-GS3 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the Master Servicer, the General Special Servicer
and the 540 West Madison Special Servicer have fulfilled their obligations under the Pooling and Servicing Agreement in all material
respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont
Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer;


 


(B) Wells Fargo Bank,
National Association, as Master Servicer, Certificate Administrator and Custodian for the 10 Hudson Yards Mortgage Loan, AEGON
USA Realty


 






    Exhibit Y-1 


     


    

 


Advisors,
LLC, as Special Servicer for the 10 Hudson Yards Mortgage Loan, and Wilmington Trust, National Association, as Trustee for the
10 Hudson Yards Mortgage Loan;


 


(C) [AFTER THE APPLICABLE
SERVICING SHIFT SECURITIZATION DATE:] [______], as Master Servicer for The Falls Mortgage Loan, [______], as Special Servicer for
The Falls Mortgage Loan, [______], as Trustee for The Falls Mortgage Loan, [______], as Certificate Administrator for The Falls
Mortgage Loan, and [______], as Operating Advisor and Asset Representations Reviewer for The Falls Mortgage Loan;


 


(D) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer for the Panorama Corporate Center, Residence Inn and SpringHill
Suites North Shore and Veritas Multifamily Pool 2 Mortgage Loans, Torchlight Loan Services, LLC, as Special Servicer for the Panorama
Corporate Center, Residence Inn and SpringHill Suites North Shore and Veritas Multifamily Pool 2 Mortgage Loans, Rialto Capital
Advisors, LLC, as Veritas Multifamily Pool 2 Special Servicer for the Panorama Corporate Center, Residence Inn and SpringHill Suites
North Shore and Veritas Multifamily Pool 2 Mortgage Loans, Wells Fargo Bank, National Association, as Certificate Administrator
and Trustee for the Panorama Corporate Center, Residence Inn and SpringHill Suites North Shore and Veritas Multifamily Pool 2 Mortgage
Loans, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for the Panorama Corporate Center,
Residence Inn and SpringHill Suites North Shore and Veritas Multifamily Pool 2 Mortgage Loans; and


 


(E) Wells Fargo Bank,
National Association, as Master Servicer, Special Servicer and Certificate Administrator for the Veritas Multifamily Pool 1 Mortgage
Loan, and Wilmington Trust, National Association, as Trustee for the Veritas Multifamily Pool 1 Mortgage Loan; and


 





	Date:	 	 	 
	 	 	 	 
	 	 	 	 
	[NAME OF OFFICER]	 	 
	(Senior officer in charge of securitization of the depositor)	 



 




    Exhibit Y-2 


     


    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


GS Mortgage Securities Corporation II 


200 West Street 


New York, New York 10282 


Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2016
(the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as
Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.	



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


  


1.            I (or an officer under my supervision) have reviewed
the annual report on Form 10-K for the period ended December 31, 20[__] (the “Form 10-K”) and all reports on
Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K,
the “Reports”);


  


2.            Based on my knowledge, the Reports, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form
10-K;


  


3.            Based on my knowledge, all of the distribution and
other information required to be provided by the Certificate Administrator under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Reports and all of the distribution, servicing and other
information provided to the Certificate Administrator by the trustee, the custodian, the master servicer, the special servicers
and the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Reports;


 






    Exhibit Z-1-1 


     


    

 


4.            I (or an officer under my supervision) am responsible
for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on
my knowledge and the compliance review conducted in preparing the Certificate Administrator compliance statement required to be
delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects; and


 


5.            All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Certificate Administrator or any Servicing Function Participant
retained by the Certificate Administrator (the “Relevant Servicing Criteria”) and their related attestation
reports on assessment of compliance with the Relevant Servicing Criteria required to be included in the Form 10-K in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to the Form 10-K. Any
material instances of noncompliance described in such reports have been disclosed in the Form 10-K and such assessment of compliance
is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


 


	Dated:	 	 	 



 





	 	Name:
	 	Title:



  




    Exhibit Z-1-2 


     


    

 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2016
(the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as
Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.	



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I (or Servicing Officers under my supervision) have
reviewed the servicing and other information required to be provided by the Master Servicer in accordance with the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”)
and all information required to be provided by the Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion
in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively,
with the Form 10-K, the “Reports”) (such information provided by the Master Servicer, collectively, the “Master
Servicer Periodic Information”);


 


2.            Based on my knowledge, and assuming the accuracy of
the statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special
Servicer relating to the relevant period, the Master Servicer Periodic Information, 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, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 






    Exhibit Z-2-1 


     


    

 


3.            Based on my knowledge, and assuming the accuracy of
the statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special
Servicer relating to the relevant period, all of servicing and other information required to be provided by the Master Servicer
under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the
Master Servicer Periodic Information;


 


4.             I (or Servicing Officers under my
supervision) am responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement
and based on my knowledge and the compliance review conducted in preparing the Master Servicer compliance statement required to
be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects;


 


5.             The accountants that are to deliver
the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer
with respect to the Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s
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


 


6.            All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Master Servicer or any Servicing Function Participant retained
by the Master Servicer (the “Relevant Servicing Criteria”) and their related attestation reports on assessment
of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in
accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria
have been disclosed in such reports and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling
and Servicing Agreement.


 





	Dated:	 	 	 



 





	 	Name:
	 	Title:



 




    Exhibit Z-2-2 


     


    

 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY [GENERAL SPECIAL SERVICER][540 WEST MADISON SPECIAL SERVICER]


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2016
(the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as
Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.	



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I (or Servicing Officers under my supervision) have
reviewed the servicing and other information required to be provided by the [General Special Servicer] [540 West Madison Special
Servicer] in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the [General Special
Servicer] [540 West Madison Special Servicer] in accordance with the Pooling and Servicing Agreement for inclusion in all reports
on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with
the Form 10-K, the “Reports”) (such information provided by the [General Special Servicer] [540 West Madison
Special Servicer], collectively, the “Special Servicer Periodic Information”);


 


2.            Based on my knowledge, the Special Servicer Periodic
Information, 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, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by the Form 10-K;


 






    Exhibit Z-3-1 


     


    

 


3.             Based on my knowledge, all servicing and other information
required to be provided by the [General Special Servicer] [540 West Madison Special Servicer] under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.             I (or Servicing Officers under my supervision) am
responsible for reviewing the activities performed by the [General Special Servicer] [540 West Madison Special Servicer] under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the [General Special
Servicer] [540 West Madison Special Servicer]’s compliance statement required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Special
Servicer Periodic Information, the [General Special Servicer] [540 West Madison Special Servicer] has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects;


 


5.             The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the [General Special Servicer] [540 West
Madison Special Servicer] with respect to the Trust’s fiscal year _____ have been provided all information relating to the
[General Special Servicer] [540 West Madison Special Servicer]’s 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


 


6.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the [General Special
Servicer] [540 West Madison Special Servicer] or any Servicing Function Participant retained by the [General Special Servicer]
[540 West Madison Special Servicer] (the “Relevant Servicing Criteria”) and their related attestation reports
on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered
for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been
delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing
Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all
material respects. 


  


This Certification is being signed by me
as an officer of the [General Special Servicer] [540 West Madison Special Servicer] responsible for reviewing the activities performed
by the [General Special Servicer] [540 West Madison Special Servicer] under the Pooling and Servicing Agreement.


 








	Dated:	 	 	 



 





	 	Name:
	 	Title:



 




    Exhibit Z-3-2 


     


    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2016
(the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as
Trustee and, as Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.	



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I (or officers under my supervision) have reviewed
the information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all information required
to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for inclusion in the reports on Form 10-D
and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K,
the “Reports”) (such information provided by the Trustee, collectively, the “Trustee Periodic Information”);


 


2.            Based on my knowledge, the Trustee Periodic Information,
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, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






    Exhibit Z-4-1 


     


    

 


3.             Based on my knowledge, all information required to
be provided by the Trustee under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Trustee Periodic Information;


 


4.             I (or officers under my supervision) am responsible
for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement, and based on my knowledge and
the compliance review conducted in preparing the Trustee’s compliance statement to be delivered under Article XI of the Pooling
and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the
Trustee Periodic Information, the Trustee has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects; and


 


5.             All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Trustee or any Servicing Function Participant retained by the
Trustee (the “Relevant Servicing Criteria”) and their related attestation reports on assessment of compliance
with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form
10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance
with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have been
disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.


  


This Certification is being signed by me
as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.


 











	Dated:	 	 	 



 





	 	Name:
	 	Title:



 




    Exhibit Z-4-2 


     


    

 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2016
(the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as
Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.	



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


  


1.           I (or officers under my supervision) have reviewed
the information required to be provided by the Operating Advisor in accordance with the Pooling and Servicing Agreement for inclusion
in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all information
required to be provided by the Operating Advisor in accordance with the Pooling and Servicing Agreement for inclusion in all reports
on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with
the Form 10-K, the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating
Advisor Periodic Information”);


 


2.           Based on my knowledge, the Operating Advisor Periodic
Information, 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, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by the Form 10-K;


 






    Exhibit Z-5-1 


     


    

 


3.          Based on my knowledge, all information required to
be provided by the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.          The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the
Trust’s fiscal year _____ have been provided all information relating to the Operating Advisor’s 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


 


5.          All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Operating Advisor or any Servicing Function Participant retained
by the Operating Advisor (the “Relevant Servicing Criteria”) and their related attestation reports on assessment
of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in
accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria
have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material
respects.


 


This Certification is being signed by me
as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement.


 














	Dated:	 	 	 



 





	 	Name:
	 	Title:



 




    Exhibit Z-5-2 


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Corporation II, issued pursuant
to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West
Madison Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor.	



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I (or officers under my supervision) have reviewed
the information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all information required
to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D
and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K,
the “Reports”) (such information provided by the Custodian, collectively, the “Custodian Periodic Information”);


 


2.            Based on my knowledge, the Custodian Periodic Information,
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, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.            Based on my knowledge, all information required to
be provided by the Custodian under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Custodian Periodic Information;


  






    Exhibit Z-6-1 


     


    

 


4.             I (or officers under my supervision) am responsible
for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement, and based on my knowledge and
the compliance review conducted in preparing the Custodian’s compliance statement to be delivered under Article XI of the
Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed
in the Custodian Periodic Information, the Custodian has fulfilled its obligations under the Pooling and Servicing Agreement in
all material respects; and


 


5.             All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Custodian or any Servicing Function Participant retained by the
Custodian (the “Relevant Servicing Criteria”) and their related attestation reports on assessment of compliance
with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form
10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance
with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have been
disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement.


 














	Dated:	 	 	 



 





	 	Name:
	 	Title:



 




    Exhibit Z-6-2 


     


    

 


Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3, issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2016
(the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as
Trustee and Certificate Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor.	



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.            I (or officers under my supervision) have reviewed
the information required to be provided by the Asset Representations Reviewer in accordance with the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all
information required to be provided by the Asset Representations Reviewer in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Asset Representations
Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”);


 


2.            Based on my knowledge, the Asset Representations Reviewer
Periodic Information, 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, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by the Form 10-K;


 






    Exhibit Z-7-1 


     


    

 


3.             Based on my knowledge, all information required to
be provided by the Asset Representations Reviewer under the Pooling and Servicing Agreement for inclusion in the Reports for the
period covered by the Form 10-K is included in the Asset Representations Reviewer Periodic Information;


 


4.             The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the Asset Representations Reviewer with respect
to the Trust’s fiscal year _____ have been provided all information relating to the Asset Representations Reviewer’s
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


 


5.             All of the reports on assessment of compliance with
servicing criteria for asset-backed securities applicable to the Asset Representations Reviewer or any Servicing Function Participant
retained by the Asset Representations Reviewer (the “Relevant Servicing Criteria”) and their related attestation
reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to
be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18,
have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated
in all material respects.


 


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.


 














	Dated:	 	 	 



 





	 	Name:
	 	Title:



 




    Exhibit Z-7-2 


     


    

 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


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). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	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.	Certificate
        Administrator


        Master
        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.	Certificate
        Administrator


        Master
        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.	Master
        Servicer


        Special
        Servicer

        Custodian (as applicable)

        
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	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.	Certificate
        Administrator


        Master
        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.	Certificate
    Administrator



 






    Exhibit AA-1 


     


    

 


	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	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.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)2
	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.	Certificate
        Administrator


        Master
        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.	Certificate
        Administrator


        Master
        Servicer

        Special Servicer

        
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator


        Master
        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.	Certificate
        Administrator


        Master
        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.	Certificate
        Administrator

        Operating Advisor (with respect to A and B)


        Asset
        Representations Reviewer (with respect to A and B)3

        
	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.	Certificate
    Administrator
	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.	Certificate
    Administrator
	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.	Certificate
    Administrator
	 	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.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian



 





 



 


2
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the
applicable calendar year.


 


3
Only to the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the Pooling and
Servicing Agreement during the applicable calendar year.




 






    Exhibit AA-2 


     


    

 


	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	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.	Certificate
    Administrator

    Master 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.	Master
    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.	Master
    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.	Master
    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

        Operating Advisor


        Asset
        Representations Reviewer4



        
	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).	Master
    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.	Master
    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.	Master
    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.	Master
    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.	Master
    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.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer



 





 



 


4
Only to the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the Pooling and
Servicing Agreement during the applicable calendar year.




 






    Exhibit AA-3 


     


    

 


	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	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


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Exhibit AA-4 


     


    

 



EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing Agreement) 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 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 Master Servicer, the General Special Servicer and the 540
West Madison Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than
information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to
the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer,
the General Special Servicer and the 540 West Madison Special Servicer (in its capacity as such) shall be entitled to assume that
there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall
the Master Servicer, the General Special Servicer or the 540 West Madison Special Servicer be required to provide any information
for inclusion in a Form 10-D that relates to any Mortgage Loan or the Trust Subordinate Companion Loan for which the Master Servicer,
the General Special Servicer or the 540 West Madison Special Servicer is not the Master Servicer or the Special Servicer, as the
case may be. For this GS Mortgage Securities Trust 2016-GS3 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer, the General Special Servicer and the 540 West Madison 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 1A: Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(13) of Regulation AB

         
	·     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·     Item
1121(a)(14) of Regulation AB 

        ·     Item
1121(d) of Regulation AB 

        ·     Item
        1121(e) of Regulation AB

         
	
        ·     Certificate
        Administrator

         

        ·     Depositor

         

        ·     Asset
        Representations Reviewer

         

	Item 2: Legal Proceedings:	·     Master Servicer (as to itself)



 


    Exhibit BB-1 


     

    
 


	
        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Operating
        Advisor (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Mortgage
        Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     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
	Item 5: Submission of Matters to a Vote of Security Holders

                                                                                 
 

	·     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect to
        a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall 
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         




 


    Exhibit BB-2 


     

    
 


	
        consist of such quarterly and annual operating statements, budgets and
        rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of
        the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant
        to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant
        obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is
        required and, if such information for a prior period was required but not previously reported, such information for such prior
        period; and

         

        (c) the information shall be reportable in the Form 10-D that relates
        to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the
        “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

        

        Item 1124 of Regulation AB.

         
	Mortgage Loan Seller (as sponsor (as defined in Regulation AB))
	
        Item 8: Significant Enhancement Provider Information:

         

        ·     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	·     Depositor
	Item 9: Other Information, but only
to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form
8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form
8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as
“Additional Form 8-K 	
        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding 




 


    Exhibit BB-3 


     

    
 


	Disclosure”.	
        Distribution Date) 

        ·     Master
Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Collection Account
as of the related Distribution Date and the preceding Distribution Date) 

        ·     Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date) 

        ·     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 
	 
	
        Item 9: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
3(ii) of Item 601 of Regulation S-K) 
	·     Depositor	 
	
        Item 9: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders (Exhibit
        No. 4 of Item 601 of Regulation S-K)

         
	
        ·     Certificate
Administrator 

        ·     Depositor

         

        provided, in each case, that this shall in no event
be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement 

        provided further, in each case, that in the event any reportable
        agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible
        party.

         
	 
	
        Item 9: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a 	 


 


    Exhibit BB-4 


     

    
 

	 	subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 9: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
report. 
	·     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is
incorporated by reference in the Depositor’s registration statement. 
	·     Depositor
	
        Item 9: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
party, is signed pursuant to a power of attorney. 
	·     Certificate Administrator 
	
        Item 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
S-K) 
	·     Not Applicable.
	
        Item 9: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
S-K). 
	·     Not Applicable.
	Item 9: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such 	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer 


 


    Exhibit BB-5 


     

    
 

	document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.


 


    Exhibit BB-6 


     

    
 


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator 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 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 Master Servicer, the General Special
Servicer and the 540 West Madison Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the
Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence
of specific notice to the contrary from the Depositor or the Mortgage Loan Seller. Each of the Certificate Administrator, the
Trustee, the Master Servicer, the General Special Servicer and the 540 West Madison Special Servicer (in its capacity as such)
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the
Cut-off Date. In no event shall the Master Servicer, the General Special Servicer or the 540 West Madison Special Servicer be
required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan or Trust Subordinate Companion
Loan for which the Master Servicer, the General Special Servicer or the 540 West Madison Special Servicer is not the applicable
Master Servicer or Special Servicer, as the case may be. For this GS Mortgage Securities Trust 2016-GS3 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the 540 West
Madison 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



 


    Exhibit CC-1 


     

    
 


	
        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K Disclosure”
        pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part
        1 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ·     The
        Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part
        2 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	·     The Depositor



 


    Exhibit CC-2 


     

    
 


	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part
        3 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect to
        a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly and
        annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly
        and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party
        Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided,
        however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for
        the most recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that is has
        not previously been reported as “Additional Form 10-D Information”.

         
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         

	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         
	 
	·     Items 1114(b)(2) and 1115(b) of Regulation AB	·     Depositor
	 	 



 


    Exhibit CC-3 


     

    
 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Mortgage
        Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships and Related
        Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that is, the nature
        of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more
        of the following, on the other: (1) the Depositor, (2) the Mortgage Loan Seller, (3) the Trust and (4) any other party listed under
        this item as a “Party Responsible”; provided, however, that an affiliation need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
of Regulation AB, 
	
        ·     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)). 

        ·     Special
Servicer 

        ·     Certificate
Administrator 

        ·     Trustee 

        ·     Asset
Representations Reviewer 

        ·     Each
party (other than the Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans or the Trust Subordinate Companion Loan, if the Prospectus specifically states that the applicable Mortgage
Loans or the Trust Subordinate Companion Loan were 10% or more of the assets of the Trust at the date of the Prospectus (provided
that such a party shall no longer constitute a “Party Responsible” under this item from and after the date (if




 


    Exhibit CC-4 


     

    
 


	
         

        but only the existence and (if existent) the general character of any
        business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of
        business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2016-GS3 transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) the Mortgage Loan Seller, and (3) the
        Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
        only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
        the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-GS3 transaction
or the Mortgage Loans or the Trust Subordinate Companion Loan between itself (that is, the particular “Party Responsible”)
or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) the Mortgage
Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists
or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of
the Certificates and (C) need not be disclosed for purposes of the applicable Form 
	
        any) when the Depositor notifies the parties to this
Agreement to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust). 

        ·     Each
party (other than the Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of
the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due. 

        ·     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB. 

        ·     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

         




 


    Exhibit CC-5 


     

    
 



	10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”. 

                                                                                 
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships and Related
        Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character
of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
from the Series 2016-GS3 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was 
	
        ·     The
Depositor 

        ·     The
        Mortgage Loan Seller

         




 


    Exhibit CC-6 


     

    
 


	
        disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including the
        terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-GS3 transaction or the
        Mortgage Loans or the Trust Subordinate Companion Loan between itself (that is, the particular “Party Responsible”)
        or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the
        Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
3(ii) of Item 601 of Regulation S-K) 
	·     Depositor



 


    Exhibit CC-7 


     

    
 


	Item 15: Exhibits
                                         (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	·     Trustee 

        ·     Certificate
        Administrator 

        ·     Depositor

         

        provided, in each case, that this
        shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.
	 
	Item
                                         15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans, the Trust Subordinate
    Companion Loan or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor
    engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have
    been executed on behalf of the Trust.	 
	Item
                                         15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K) 
	·     Not
    Applicable	 
	Item
                                         15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K) 
	·     Not
    Applicable.	 
	Item
                                         15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K) 
	·     Not
    Applicable	 
	Item
                                         15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K) 
	·     Not
    Applicable.	 



 


    Exhibit CC-8 


     

    
 


	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
Item 601 of Regulation S-K) 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
S-K) 
	·     Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
Holders (Exhibit No. 22 of Item 601 of Regulation S-K). 
	·     Not applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that
is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered
public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement. 
	·     Depositor
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any attestation report
        rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing
        Agreement.

         
	
        ·     Master
Servicer 

        ·     Special
Servicer 

        ·     Depositor 

        ·     Any
        other Servicing Function Participant

         

        provided, however, in each
case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the
extent that such party is required to deliver or cause the delivery of the related attestation report. 




 


    Exhibit CC-9 


     

    
 


	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
party, is signed pursuant to a power of attorney. 
	·     Certificate Administrator 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of
Item 601 of Regulation S-K). 
	·     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
S-K). 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for
asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K). 
	·     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
Regulation S-K). 
	·     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
(Exhibit No. 36 of Item 601 of Regulation S-K). 
	Depositor



 


    Exhibit CC-10 


     

    
 


	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
S-K) 
	·     Not Applicable.	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
S-K). 
	·     Not Applicable.	 
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer, the General Special Servicer or the 540 West Madison Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).	 
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable	 
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor] 
	 
	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor] 
	 



 


    Exhibit CC-11 


     

    
 


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate
Administrator 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 knowledge of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Master Servicer, the General Special Servicer and the 540 West Madison Special Servicer (in its
capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that
is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or the Mortgage
Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer, the General Special Servicer and the 540
West Madison Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer, the General Special Servicer
or the 540 West Madison Special Servicer be required to provide any information for inclusion in a Form 8-K that relates to any
Mortgage Loan or Trust Subordinate Companion Loan for which the Master Servicer, the General Special Servicer or the 540 West
Madison Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this GS Mortgage Securities
Trust 2016-GS3 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer, the General
Special Servicer and the 540 West Madison 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 	
        ·     Depositor,
except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
to which the registrant or a subsidiary thereof is a party).

         

        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
        8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
        securities transaction, even if the registrant is
	 



 


    Exhibit DD-1 


     

    
 


	 	not a party to such agreement), in each case to the extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor, to the extent of any material agreement not covered in the 	 



 


    Exhibit DD-2 


     

    
 


	 	prior item
	Item 1.03: Bankruptcy or Receivership	·     Depositor
	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 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·     Trustee

        ·     Depositor

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer, General Special Servicer or 540 West Madison Special Servicer	
        ·     Certificate
        Administrator

        ·     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·     Master
        Servicer

        ·     Special
        Servicer

        ·     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: Other Events	·     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	·     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation or succession
        (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor
	Item 9.01(d): Exhibits (no. 3):	·     Depositor



 


    Exhibit DD-3 


     

    
 


	
         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item
        601 of Regulation S-K)
	 
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders (Exhibit
        No. 4 of Item 601 of Regulation S-K)
	
        ·     Certificate
        Administrator

         

        provided, in each case, that this shall in no event be construed
        to make such party responsible for the initial filing of this Pooling and Servicing Agreement

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance on
        a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of Item 601 of
        Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item 601 of
        Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit No. 20 of Item
        601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference
        in the Depositor’s registration statement.
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         
	·     Certificate Administrator 



 


    Exhibit DD-4 


     

    
 


	Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	·     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	·     Not Applicable.



 


    Exhibit DD-5 


     

    
 




EXHIBIT
EE


 


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**


 


Wells Fargo Bank, National Association, as Certificate
Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) GS Mortgage
Securities Trust 2016-GS3


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure**
Required


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05] [11.07]
of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”), Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont
Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, 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 EE-1 


     


    

 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


	Mortgage Loan 

Seller	Property Name	Sub-Servicer Name	Sub-Servicer’s 

Duties
	GSMC	Eagle View Apartments	Grandbridge Real Estate Capital LLC	Cashiering
	GSMC	Shoppes at Rio Grande	NorthMarq Capital, LLC	Cashiering
	GSMC	Luton Ranch	NorthMarq Capital, LLC	Cashiering
	GSMC	Central Parc at Heathrow	NorthMarq Capital, LLC	Cashiering
	GSMC	Laredo Industrial Portfolio	CBRE Loan Services, Inc.	Non-cashiering
	GSMC	South Congress	CBRE Loan Services, Inc.	Non-cashiering
	GSMC	Hilton Irvine	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Middletown Commons	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Lincoln Corners	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Strong Station	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Rancho La Costa	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Grand Blanc Industrial	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Crossings of Hoover	Holliday Fenoglio Fowler, L.P.	Non-cashiering
	GSMC	Vestavia Commons	Holliday Fenoglio Fowler, L.P.	Non-cashiering


 


    Exhibit FF-1 


     


    

 


EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


Wells Fargo Bank, National Association


 


NorthMarq Capital, LLC


 




    Exhibit GG-1 


     


    

 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



GS Mortgage Securities Trust 2016-GS, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS3 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association], as Master Servicer] [Rialto Capital
Advisors, LLC, as General Special Servicer] [Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer] [Wells Fargo
Bank, National Association, as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee] (the “Certifying
Servicer”), certify to GS Mortgage Securities Corporation II and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] and the Certifying Servicer’s performance under the Pooling
and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects [throughout such year] [between [__] and [__]].
[To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement:
[SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 



 


[MIDLAND LOAN SERVICES, A DIVISION OF PNC


BANK, NATIONAL ASSOCIATION, as Master Servicer]

[RIALTO CAPITAL ADVISORS, LLC, as General 

Special Servicer] 


[Trimont
Real Estate ADVISORS, LLC, as 540 

West Madison Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Certificate Administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee]


 






    Exhibit HH-1 


     


    

  


	By:	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit HH-2 


     


    

 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		1.	[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator, asset representations reviewer] involving commercial mortgage loans [other than __________________1]
(the “Platform”);



 


The Reporting Servicer has engaged certain vendors,
which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below, the Reporting
Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


 


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs,
directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in all material
respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified and is
not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified any material
deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of
December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and


 


[____], a registered public accounting firm, has
issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria
for the Reporting Period.


 






    Exhibit II-1 


     


    

  


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 


[Date of Certification]


 





	 	[Name
of Reporting Servicer]
		 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit II-2 


     


    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent
to: 


Commercial Real Estate Finance Council, Inc. 


900 7th Street, NW, Suite 820 


Washington, DC 20001 


Attn: President


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®) 


Bank Name: Chase 


Bank Address: 80 Broadway, New York, NY 10005 


Routing Number: 021000021 


Account Number: 213597397


 




    Exhibit JJ-1 


     


    

 


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL: 


To: Wells Fargo Bank, National Association, as Certificate Administrator;
cts.sec.notifications@wellsfargo.com


 


Ref: GSMS 2016-GS3, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion on
Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage

    Loan	Position
    in

    Debt Stack	Additional

    Debt	OPB	OPB
    Date	Appraised

    Value	Appraised

    Value Date	Aggregate

    LTV	Aggregate

    NCF DSCR	Aggregate
    

    NCF DSCR

    Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	GSMS
    2016-GS3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	GSMS
    2016-GS3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	GSMS
    2016-GS3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit KK-1 


     


    

 


EXHIBIT
LL


 


Form
of Notice of Exchangeable Certificates

for the Class PEZ Certificates


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) GS Mortgage Securities Trust
2016-GS3 


Via email to:


 


		·	cts.cmbs.bond.admin@wellsfargo.com



 


Ladies and Gentlemen:


 


In accordance with Section
5.09 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison
Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, and Pentalpha Surveillance
LLC, as Asset Representations Reviewer and Operating Advisor, the undersigned, as Certificateholder or Certificate Owner, we hereby
give notice of our intent to present and surrender the [Class A-S, Class B and Class C Certificates specified on Schedule I attached
hereto] [Class PEZ Certificates specified on Schedule I attached hereto] and all of our right, title and interest in and to such
[Class A-S, Class B and Class C Certificates][Class PEZ Certificates], including all payments of interest thereon received after
[_____________], in exchange for the [Class PEZ Certificates specified on Schedule I attached hereto][Class A-S, Class B and Class
C Certificates specified on Schedule I attached hereto]. We propose an Exchange Date of [______].


 


We agree that upon such exchange,
our interests in the portions of the [Class A-S, Class B and Class C Certificates][Class PEZ Certificates] designated for exchange
shall be cancelled and replaced by the [Class PEZ Certificates][Class A-S, Class B and Class C Certificates] issued in exchange
therefor.


 


[[If Applicable] Our Depository participant
number is [________].]


 


Capitalized terms used in this notice but not defined herein have the
meanings assigned to them in the Pooling and Servicing Agreement.


 



    Exhibit LL-1 


     


    

 





	 	[________________]
		 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 




    Exhibit LL-2 


     


    

 


SCHEDULE I


 


CERTIFICATES TO BE EXCHANGED 


	Certificates to 

be exchanged	CUSIP (of 

Certificates to be exchanged)	outstanding 

principal 

balance of the 

Initial 

Certificate 

Balance of 

Certificates to 

be exchanged	Certificates to 

be received	CUSIP (of 

Certificates to be 

received)
	 		 	 	


  


The Exchangeable Certificates may be exchanged only in the Exchange
Proportion designated in the Pooling and Servicing Agreement.


 




    Exhibit LL-3 


     


    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) 


GS Mortgage Securities Trust 2016-GS3 


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), by and among
GS Mortgage Securities Corporation II, as Depositor (the “Depositor”), Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate
Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator,
and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor, 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:


 


[With respect to the Collection Account and REO Account balance information:


 


	Account Name	
        Beginning Balance as of  

        MM/DD/YYYY 
	
        Ending Balance as of  

        MM/DD/YYYY 

	Collection Account	 	 
	REO Account	 	 


 






    Exhibit MM-1 


     


    

 


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 MM-2 


     


    

 


EXHIBIT
NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) 


GS Mortgage Securities Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of September 1, 2016, by and among GS Mortgage Securities Corporation II, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors,
LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor	



 


This letter is delivered to you,
pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were issued
pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 

			 	 


 





			 	 


 





			 	 


  


Contact Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing



 






    Exhibit NN-1 


     


    

 


	 	 	 Agreement, we hereby request that you reinstate such rights and
post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
		 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit NN-2 


     


    

 


EXHIBIT
OO


 


FORM OF ASSET REVIEW REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER5


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2016-GS3



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms
                                         of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence
                                         of a Test failure/evidence of [·] Test
                                         failures] with respect to the Delinquent Mortgage Loans. 



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not
constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
enforce any rights it may have against the Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every
instance of noncompliance.



 


		3.	The ARR, other than forwarding this report to the persons listed
above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review
Report.



 


		4.	Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing Agreement.



  


	 	PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer
		 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 





 



 


5
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information. 


 




    Exhibit OO-1 


     


    

 


EXHIBIT
PP


 


FORM OF ASSET REVIEW REPORT
SUMMARY6


 


To: [Addresses of Recipients]


 


		Re:	GS Mortgage Securities Trust 2016-GS3



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Mortgage
Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Mortgage Loan identified in accordance with the terms
                                         of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence
                                         of a Test failure/evidence of [·] Test
                                         failures] with respect to the Delinquent Mortgage Loans. 



 


		2.	A conclusion by the ARR of a Test pass or a
Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii)
whether the Trust should enforce any rights it may have against the Mortgage Loan Seller. In addition, the Tests may not be sufficient
to determine every instance of noncompliance.



 


		3.	The ARR, other than forwarding this Asset Review Report Summary to
the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer
		 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



 





6 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement,
including without limitation, provisions relating to Privileged Information.


 









    Exhibit PP-1 


     


    

 


Exhibit A


 


Summary Scorecard [Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b


 


    Exhibit PP-2 


     


    

 



EXHIBIT
QQ


 


ASSET REVIEW PROCEDURES


 


Pursuant to the terms and subject to the
conditions set forth in the Pooling and Servicing Agreement, the Asset Representations Reviewer (“Asset Representations
Reviewer”) shall perform an Asset Review with respect to each representation and warranty made by the Mortgage Loan Seller
only with respect to each Delinquent Mortgage Loan in accordance with the procedures set forth below (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review
Materials described in this Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to the
Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its
Asset Review in accordance with the Asset Review Standard.. Capitalized terms used herein but not defined herein have the meaning
set forth in the Pooling and Servicing Agreement or, solely with respect to a representation and warranty, the meaning set forth
in the related Mortgage Loan Purchase Agreement. For the avoidance of doubt, in connection with the performance of the following
Tests:


 


		(A)	With respect to any representation and warranty that includes
a knowledge qualifier (e.g., to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall
not be responsible for any investigation or review beyond that set forth in the applicable Test related to such representation
and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy, or title policy, the
Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the such policy, and will
be allowed to rely upon the conclusions of the consultant for the purpose of determining a Test pass or fail.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation is as of the Closing
Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with respect to a particular
Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is the document
that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into
account any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement with respect to a
Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such 






 






    Exhibit QQ-1



     


    

 








			Test if the sole reason for not satisfying
the applicable Test is caused by such exception(s);





 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations Reviewer that
the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation included
in the Review Materials (after making such request for any missing documents in the manner provided for in the Pooling and Servicing
Agreement) is not sufficient to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination
by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller.



 


The Asset Representations Reviewer will only be required to
perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional procedures on any Delinquent Mortgage
Loan. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review any information other
than (1) the Review Materials specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations
Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the
Pooling and Servicing Agreement. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 






    Exhibit QQ-2



     


    




 









	 Representations and Warranties	          Test	Review
    Materials
	 1.  Whole
    Loan; Ownership of Mortgage Loans.  Except with respect to a Mortgage Loan that is part of a Whole Loan, each
    Mortgage Loan is a Whole Loan and not a participation interest in a Mortgage Loan.  Each Mortgage Loan that is part
    of a Whole Loan is a senior or pari passu portion of a Whole Loan evidenced by a senior or pari passu note.  At
    the time of the sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other
    than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and
    was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations,
    any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement,
    any other pooling and servicing agreement with respect to a Non-Serviced Mortgage Loan and rights of the holder of a related
    Companion Loan pursuant to a Co-Lender Agreement.  The Mortgage Loan Seller has full right and authority to sell,
    assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes a legal, valid and binding assignment
    of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering
    such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.	1a	Except
    with respect to a Mortgage Loan that is part of a Whole Loan, review the amounts listed on the original Mortgage Note and
    Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.   If the amounts
    are the same, then such Mortgage Loan would be considered a Whole Loan.  If there is more than one property then
    the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.	Mortgage;
    Mortgage Note; loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	1b	If
    a Mortgage Loan is part of a Whole Loan, review the Co-Lender Agreement and the Mortgage(s), Mortgage Note, loan agreement
    related to the Mortgage Loan (“Loan Agreement”), Mortgage Loan guaranty, Assignment of Leases, and Environmental
    Indemnity Agreement (collectively, the “Mortgage Loan Documents”) for an indication that it is a senior
    or a pari passu portion of a Whole Loan. If identified as such, it will be a Test pass.	Mortgage
    Loan Documents; Co-Lender Agreement
	1c	Review
    any notice of a breach of a representation or warranty relating to any Delinquent Mortgage Loan received by any other party
    to the Pooling and Servicing Agreement (collectively, the “PSA Party Notices”)  for notation
    of (i) any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller),
    participation or pledge; (ii) that the Mortgage Loan Seller did not have good title to or was not the sole owner of  Mortgage
    Loan; or (iii) any Mortgage Loan was not free and clear of any and all liens, charges, pledges, encumbrances, participations,
    any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement,
    any Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan and rights of the holder of a related
    Companion Loan pursuant to a Co-Lender Agreement.  If no such notation is found, it will be a Test pass.	PSA
    Party Notices
	1d	Review
    the PSA Party Notices for notation of any claim or	PSA
    Party Notices


 






    Exhibit QQ-3



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.	 
	1e	Review the PSA Party Notices for notation of any claim or assertion regarding the assignment to the Depositor not constituting a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. If such notation is not found, it will be a Test pass.	PSA Party Notices
	
        2.     Loan
Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other
agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan
is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation),
as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law) and (ii) that certain provisions in such Mortgage Loan Documents (including, without limitation, provisions
requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may
be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i)
above) such limitations or unenforceability will not render such Mortgage Loan Documents invalid as a whole or materially
interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i)
and (ii) collectively, the “Standard Qualifications”). 

        Except as set forth in the immediately preceding sentence, there is
no 
	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.	Mortgagor’s Counsel Opinion
	2b	Review the PSA Party Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages, Assignment of Leases (if a separate document) or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right of rescission based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	PSA Party Notices


 






    Exhibit QQ-4



     


    

 


	 Representations and Warranties	          Test	Review Materials
	valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents.	 	 	 
	
         3.   Mortgage Provisions.
        The Mortgage Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof
        adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be
        provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth
        in the Standard Qualifications.

         
	3	Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications (as defined in representation and warranty 2). If such indication exists, it will be a Test pass.	Mortgage Loan Documents; Mortgagor’s Counsel Opinion
	
         4.   Mortgage Status; Waivers
        and Modifications. Since origination and except by written instruments set forth in the related Mortgage File (a) the
        material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan Documents have not been waived,
        impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the
        security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released
        from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such
        Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor
        nor the related guarantor has been released from its material obligations under the Mortgage Loan.

         
	4a	Review the Mortgage Loan Documents and the PSA Party Notices for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage File.  If no such indication is found, it will be a Test pass.	Mortgage Loan Documents; PSA Party Notices 
	4b	Review the PSA Party Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property, or any portion thereof, has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	PSA Party Notices; Mortgage Loan Documents
	4c	Review the PSA Party Notices and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File.  If no such notation is found, it will be a 	PSA Party Notices; Mortgage Loan Documents


 






    Exhibit QQ-5



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	Test pass.	 
	
         5.   Lien; Valid Assignment.
        Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases to the Trust constitutes
        a legal, valid and binding assignment to the Trust. Each related Mortgage and Assignment of Leases is freely assignable without
        the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s
        fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such
        Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6)
        set forth on Annex D-2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be
        limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title
        Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear
        of any recorded mechanics’ liens, recorded materialmens liens and other recorded encumbrances which are prior to or equal
        with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s
        title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants
        (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could
        give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which
        are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding
        anything in this representation to the contrary, no representation is made as to the perfection of any security interest in rents
        or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial
        Code financing statements is required in order to effect such perfection.

         
	5a	Review the PSA Party Notices for notation that any assignment of Mortgage or Assignment of Leases to the Trust does not constitute a legal, valid and binding assignment to the Trust, subject to the Standard Qualifications. If no such notation is found, it will be a Test pass.	PSA Party Notices
	5b	Review the Mortgage for each Mortgaged Property or the Assignment of Leases for each Mortgaged Property for any indication that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such indication is found, it will be a Test pass.	Mortgage; Assignment of Leases
	5c	Review the title policy (as defined in representation and warranty 6, the “Title Policy”) for indication that each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined in representation and warranty 6) and the exceptions to paragraph (6) set forth on Annex D-2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to confirm they are equivalent. If such evidence is found, it will be a Test pass.	Title Policy; Mortgage Loan Schedule
	5d	
        Review the PSA Party Notices for notation that the Mortgaged Property
        (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination, and as of the Cut-off Date, was not
        to the Mortgage Loan Seller’s knowledge, free and clear of any recorded mechanics’ liens, recorded materialmens liens
        or other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded
        over, escrowed for or insured against by a lender’s title insurance policy (as described in representation and warranty 6
        below). If no such notation is found, it will be a Test pass.

         

        This Test does not extend to the perfection of any security interest
        in rents or other personal property to the extent that
	PSA Party Notices


 






    Exhibit QQ-6



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.	 
	 	5e	
        Review the PSA Party Notices for notation that subject to (i) and
        (ii), the Mortgage Loan Seller had knowledge of existing rights which under law could give rise to any such lien or encumbrance
        that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured
        against by a lender’s title insurance policy (as described below). If no such notation is found, it will be a Test pass.

         

        This Test does not extend to the perfection of any security interest
        in rents or other personal property to the extent that possession or control of such items or actions other than the filing of
        Uniform Commercial Code financing statements is required in order to effect such perfection.
	PSA Party Notices
	 6.   Permitted Liens; Title Insurance.  Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; (f) if the related Mortgage Loan constitutes a cross-collateralized Mortgage 	6a	Review the Title Policy for an indication that it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction, and that the amount of the policy covers the amount of the Mortgage Loan or, for multiple properties, an amount equal to the allocated loan amount after all advances of principal (including any advances held in escrow or reserves). If such indications exist, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	6b	Review the Title Policy for an indication that it insures for the benefit of the owner of the indebtedness secured by the mortgage, and represents a first priority lien of the mortgage, which lien is subject only to clauses (a) through (g) of representation and warranty 6.  If such indications exist, it will be a Test pass.	Title Policy
	6c	Review the Title Policy for an indication that, except as contemplated by clauses (f) and (g) of representation and warranty 6, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  If such an indication is found, it will be a Test pass.	Title Policy
	6d	Review the Title Policy for an indication that the Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller 	Title Policy


 






    Exhibit QQ-7



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross-collateralized group; and (g) if the related Mortgage Loan is part of a Whole Loan, the rights of the holder(s) of any related Companion Loan(s) pursuant to the related Co-Lender Agreement; provided that none of items (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except as contemplated by clauses (f) and (g) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.	 	thereunder and no claims have been paid thereunder. If such indication is found, it will be a Test pass.	 
	6e	
        Review the PSA Party Notices for notation that either the Mortgage
        Loan Seller, or to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission,
        anything that would materially impair the coverage under such Title Policy. If no such notation is found, it will be a Test pass.

         

         

         

         

         

         

         

         

         

         

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

         
	7a	
        Review the Title Policy as of the Closing Date for an indication
        of subordinate mortgages or junior liens encumbering the Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions,
        taxes and assessments, mechanics and materialmens liens (which are the subject of representation and warranty 5), and equipment
        and other personal property financing). If no such indication is found, it will be a Test pass.

         
	Title Policy
	7b	Review the PSA Party Notices for notation that the Mortgage Loan Seller had knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership interests in the related Mortgagor (except as set forth on an exhibit to the related Mortgage Loan Purchase Agreement). If no such notation is found, it will be a Test pass.	PSA Party Notices; Mortgage Loan Purchase Agreement
	 8.   Assignment of Leases and Rents.  There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and the Title Exceptions, each related	8a	Review the Mortgage File for an indication that an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) exists. If such indication is found, it will be a Test pass.	Mortgage File; Assignment of Leases; Mortgage


 






    Exhibit QQ-8



     


    

 


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

         
	 	 	 
	8b	Review the Title Policy for an indication that, subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.   If each is confirmed, it will be a Test pass.	Title Policy
	8c	Review the Mortgage Loan Documents for an indication that, subject to applicable law, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If such indication is found, it will be a Test pass.	Mortgage Loan Documents
	 9.   UCC Filings.  If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  	9a	
        Review the appraisal to determine if the Mortgaged Property is a
        hospitality property. If so, review the PSA Party Notices for notation that the Mortgage Loan Seller has not filed and/or recorded,
        or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording),
        UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of
        the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate
        such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property. If no such notation is found, it
        will be a Test pass.

         
	PSA Party Notices; Appraisal


 






    Exhibit QQ-9



     


    

 


	 Representations and Warranties	          Test	Review Materials
	No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.	9b	Review the Mortgage for an indication that, subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described in representation and warranty 9.  If such indication is found, it will be a Test pass.	Mortgage
	
         10. Condition of Property.
        The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property
        within six months of origination of the Mortgage Loan and within thirteen months of the Cut-off Date.

         

        An engineering report or property condition assessment
        was prepared in connection with the origination of each Mortgage Loan no more than thirteen months prior to the Cut-off Date. To
        the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination
        of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage
        (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely
        the use or value of such Mortgaged Property as security for the Mortgage Loan.
	10a	Review the property inspection report in the Mortgage File for an indication that it is dated within six months of the origination date, and within 13 months of the Cut-off Date. If such indication is found, it will be a Test pass.	Property Inspection Report
	10b	Review the engineering report or property condition assessment in the Mortgage File for an indication that it was dated no more than 13 months prior to the Cut-off Date. If such indication is found, it will be a Test pass.	Engineering Report; Property Condition Assessment
	10c	Review the PSA Party Notices for a notation that, to the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, a related Mortgaged Property was not free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 11.  Taxes and Assessments.  All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.	11	
        Review the PSA Party Notices for notation that any taxes,
governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges),
or installments thereof which could be a lien on the related Mortgaged Property that would be of equal or superior priority to
the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property
have not been paid, or an escrow of funds has not been established in an amount sufficient to cover such payments and reasonably
estimated interest and penalties, if any, thereon or that the date on which enforcement action is entitled to be taken by the
related taxing authority has not passed. If such no such notation is found, it will be a Test pass.  

         
	PSA Party Notices


 






    Exhibit QQ-10



     


    

 


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

         
	12	Review the PSA Party Notices for notation of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the origination date that would have a material adverse effect on the value, use or operation of the Mortgaged Property, or for evidence that the Mortgage Loan Seller had knowledge as of the Cut-off Date of any such proceeding. If no such notation  is found, it will be a Test pass.	PSA Party Notices
	 13. Actions Concerning Mortgage Loan.  As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan Documents or (f) the current principal use of the Mortgaged Property.	13a	
        Review the Mortgagor’s Counsel Opinion and PSA Party Notices
        for an indication of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
        guarantor, or Mortgagor’s interest in the Mortgaged Property that existed on the origination date, and review the PSA Party
        Notices for notation that the Mortgage Loan Seller’s had knowledge of same as of the Closing Date. If such indication or
        notation is not found, it will be a Test pass.

         
	Mortgagor’s  Counsel Opinion; PSA Party Notices
	13b	Review the PSA Party Notices for notation of adverse outcome of any such  pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 13. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 14. Escrow Deposits.  All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each Mortgage Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with Mortgagee under the related Mortgage Loan Documents are being conveyed by the Mortgage Loan Seller to Depositor or its servicer.	14a	Review the PSA Party Notices for an indication of any escrow deposits and payments required pursuant to the Mortgage Loan not in the Mortgage Loan Seller or its servicer’s possession or control. If no such notation is found, it will be a Test pass.	PSA Party Notices
	14b	Review the PSA Party Notices for notation of any deficiencies (subject to any applicable grace or cure periods) in connection therewith, or that such escrows and deposits (or the right thereto) that are required to be escrowed with the Mortgagee under the related Mortgage Loan Documents have not been conveyed by the Mortgage Loan Seller to Depositor or its servicer. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 15. No Holdbacks.  The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances 	15a	Review the Mortgage Loan Documents and closing settlement statement for an indication that the principal amount of the Mortgage Loan was fully disbursed as of the Closing Date. If 	Mortgage Loan Documents; closing settlement statement


 






    Exhibit QQ-11



     


    

 


	 Representations and Warranties	          Test	Review Materials
	thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).	 	such an indication if found, it will be a Test pass.	 
	15b	Review the Mortgage Loan Documents for an indication that there is a requirement for future advances by the lender (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If no such indication is found, it will be a Test pass.  	Mortgage Loan Documents 
	
         16. Insurance. Each related
        Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing
        coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form”
        that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and
        having a claims-paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3”
        (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Services
        (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less
        than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement
        cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged
        Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such
        endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

         

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

         

        If any material part of the improvements, exclusive of
        a parking lot,

         
	16a	Review the insurance coverage review document for an indication that the Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the Mortgage Loan Documents and Insurance Rating Requirements described in representation and warranty 16, in an amount not less than the lesser of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the  Mortgaged Property. If such indication is found, it will be a Test pass.	Insurance Coverage Review Document
	16b	
        Review the Mortgage Loan Documents for provisions requiring
the insurance coverage as stated in Test 16a above. If such provisions are found, it will be a Test pass. 

         

         
	Mortgage Loan Documents
	16c	Review the Mortgage Loan Documents for provisions requiring business interruption or rental loss insurance that covers a period of not less than 12 months (or with respect to a Mortgage Loan with a principal balance of $50 million or more, 18 months).  If 	Mortgage Loan Documents


 






    Exhibit QQ-12



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program.

         

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

         

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

         

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

                                                                                 
	 
	16d	
        Review the Mortgage Loan Documents for provisions requiring that
        if any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program. If such provisions
        are found, it will be a Test pass.

         
	Mortgage Loan Documents
	16e	
        Review the Mortgage Loan Documents for provisions requiring
that if the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm
related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement
covering damage from windstorm and/or windstorm related perils and/or named storms. If such provisions are found, it will be a
Test pass. 

         
	Insurance Coverage Review Document; 
	16f	
        Review the insurance coverage review document for an indication
that the Mortgaged Property is covered by a commercial general liability insurance policy issued by an insurer meeting the Insurance
Rating Requirements, including coverage for property damage, contractual damage and personal injury (including bodily injury and
death) in amounts as are generally required by prudent institutional commercial mortgage lenders, and in any event not less than
$1 million per occurrence and $2 million in the aggregate. If such indication is found, it will be a Test pass. 

         
	Insurance Coverage Review Document
	16g	
        Review the Mortgage Loan Documents for provisions requiring the
        insurance coverage as stated in test 16f above. If such provisions are found, it will be a Test pass.

         
	Mortgage Loan Documents


 






    Exhibit QQ-13



     


    

 


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

         

        All premiums on all insurance policies referred to in
        this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the
        Mortgage Loan and its successors and assigns as a loss payee under a Mortgagee endorsement clause or, in the case of the general
        liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee. Each
        related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to
        do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s reasonable cost and expense and to charge such
        Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’
        prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’
        prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required
        by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage
        Loan Seller.
	16h	
        Review the Mortgage File for an architectural or engineering
analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition
of such property, for the sole purpose of assessing the scenario expected limit (“SEL”) for the Mortgaged Property
in the event of an earthquake. In such instance, the SEL was based on a 475-year return period, an exposure period of 50 years
and a 10% probability of exceedance. If such a report is found, it will be a Test pass. 

         
	Architectural or Engineering Analysis 
	16i	
        If the resulting report referenced in Test 16h concluded
that the SEL would exceed 20% of the amount of the replacement costs of the improvements, review the insurance coverage review
document for an indication that earthquake insurance on such Mortgaged Property was obtained from an insurer rated at least “A:VIII”
by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
Standard & Poor’s Ratings Services in an amount not less than 100% of the SEL. Review the insurance coverage review
document for provisions requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or
restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding
principal amount of the Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds
as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together
with any accrued interest thereon. If such indication is found, it will be a Test pass. 

         
	Insurance Coverage Review Document
	16j	Review the Mortgage Loan Documents for provisions that  require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in 	Mortgage Loan Documents


 






    Exhibit QQ-14



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.  If such provisions are found, it will be a Test pass.	 
	16k	Review the insurance coverage review document for an indication that all premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If such evidence is found, it will be a Test pass.	Insurance Coverage Review Document
	16l	Review the insurance coverage review document for an indication that the insurance will inure to the benefit of the trustee. If such indication is found, it will be a Test pass.	Insurance Coverage Review Document
	16m	Review the Mortgage Loan Documents for an indication that any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If such indication is found, it will be a Test pass.	Mortgage Loan Documents
	16n	
        Review the insurance coverage review document for an indication
        that the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender
        of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender
        of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for
        any reason other than non-payment of a premium. If such indication is found, it will be a Test pass.

         
	Insurance Coverage Review Document
	16o	Review the PSA Party Notices for notation that any notice described in Test 16n may have been received by the Mortgage Loan Seller. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 17. Access; Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to 	17a	Review the zoning report for an indication that each Mortgaged Property is located on or adjacent to a public road and has direct 	Zoning Report


 






    Exhibit QQ-15



     


    

 


	 Representations and Warranties	          Test	Review Materials
	such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.	 	legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If such indication is found, it will be a Test pass.	 
	17b	Review the zoning report for an indication that each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property.  If such indication is found, it will be a Test pass.	Zoning Report
	17c	Review the Title Policy for an indication that each Mortgaged Property constitutes one or more separate tax parcels and does not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated  Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If such indication is found, it will be a Test pass.	Title Policy
	 18. No Encroachments.  To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements encroach upon 	18a	
        Review the survey and Title Policy for an indication that
all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the
time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments
that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable
provisions of the most recently dated Title Policy. If such an indication is found, it will be a Test pass. 

         
	Survey; Title Policy; Appraisal
	18b	
        Review the survey and Title Policy for an indication that there
        exist improvements on adjoining parcels that encroach onto the Mortgaged Property that could materially and adversely affect the
        value or current use of such Mortgaged Property, which are not insured by applicable provisions of the most recently dated Title
        Policy. If no such indication is found, it will be a Test pass.

         
	Survey; Title Policy


 






    Exhibit QQ-16



     


    

 


	 Representations and Warranties	          Test	Review Materials
	any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.	 	 	 
	18c	Review the survey or Title Policy for an indication that there exist improvements that encroach upon any easements and the removal of such encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not insured by applicable provisions of the most recently dated Title Policy. If no such indication is found, it will be a Test pass. 	Survey; Title Policy
	 19. No Contingent Interest or Equity Participation.  No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature or an equity participation by the Mortgage Loan Seller. 	19	
        Review the PSA Party Notices for notation of shared appreciation
        or any other contingent interest provisions. Review the Mortgage Loan Documents for an indication of any negative amortization
        feature, or an equity participation provision. If no such notation or indication is found, it will be a Test pass.

         
	PSA Party Notices; Mortgage Loan Documents 
	
         20. REMIC. The Mortgage
        Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard
        to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages),
        and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent
        principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property
        (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at
        the date the Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage
        Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of
        the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the fair market value of the
        real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to
        the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially
        all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security
        for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations
        Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as
        to result in a taxable exchange under

         
	20a	Review the origination settlement statement and Mortgage Note for an indication that the proceeds advanced by the lender did not exceed the stated principal amount of the Mortgage Note. If such an indication is found, it will be a Test pass.	Settlement Statement; Mortgage Note
	20b	Review the most recent appraisal and Mortgage Loan Documents for an indication that either (a) the Mortgage Loan or Whole Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date such Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the  Mortgage Loan or Whole Loan on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan, or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If such an indication is found, it will be a Test pass.	Appraisal; Mortgage Loan Documents;


 






    Exhibit QQ-17



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.  Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	20c	Review the PSA Party Notices for a notation that the Mortgage Loan was modified prior to the Closing Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub clause (B)(a)(ii) in the first sentence of representation and warranty 22, including the proviso thereto. If there were any such modifications, and they satisfy the above conditions, it will be a Test pass.	PSA Party Notices
	20d	Review the PSA Party Notices for notation of any claim or assertion to the effect that the prepayment premium and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If no such notation is found, it will be a Test pass.	PSA Party Notices
	
         21. Compliance with Usury
        Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums)
        of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations
        and other requirements pertaining to usury.

         
	21	
        Review the PSA Party Notices for notation of any claim or assertion
        to the effect that the Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment
        premiums) of such Mortgage Loan did not comply as of the date of origination with, or was not exempt from, applicable state or
        federal laws, regulations and other requirements pertaining to usury. If no such notation is found, it will be a Test pass.

        

         
	PSA Party Notices
	 22. Authorized to do Business.  To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.	22	Review the PSA Party Notices for notation that as of the Cut-off Date, or as of the date that such entity held the Mortgage Note, any holder of the Mortgage Note was not authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized materially and adversely affects the enforceability of such Mortgage Loan by the Trust. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 23.
    Trustee under Deed of Trust.  With respect to each Mortgage which is a deed of trust, as of the date of
    origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under
    applicable law to serve as such, currently so serves 	23a	Review the Mortgage Loan Documents for an indication that as of the date of origination, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the 	Mortgage Loan Documents


 






    Exhibit QQ-18



     


    

 


	 Representations and Warranties	          Test	Review Materials
	and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	 	Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee. If such an indication is found, it will be a Test pass.	 
	23b	Review the PSA Party Notices for notation that, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, no trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.   If no such notation is found, it will be a Test pass.	PSA Party Notices
	 24. Local Law Compliance.  To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income of the Mortgaged Property.  The terms of the Mortgage Loan Documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.	24a	
        Review the zoning report and title policy for an indication that
        there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”)
        with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date
        of origination of such Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i)
        are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the
        value, operation or net operating income of the Mortgaged Property. If such indication is found, it will be a Test pass.

         
	Zoning Report; Title Policy
	24b	
        Review the Mortgage Loan Documents for provisions that require the
        Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws. If such provisions
        are found, it will be a Test pass.

         
	 Mortgage Loan Documents
	 25. Licenses and Permits.  Each Mortgagor covenants in the Mortgage Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, 	25a	Review the Mortgage Loan Documents for an indication that each Mortgagor has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents
	25b	Review the PSA Party Notices for notation that, to the Mortgage Loan Seller’s knowledge, any material licenses, permits and applicable governmental authorizations are not in effect. If no such notation is found, it will be a Test pass.	PSA Party Notices


 






    Exhibit QQ-19



     


    

 


	 Representations and Warranties	          Test	Review Materials
	permits and applicable governmental authorizations are in effect.  The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	25c	Review the Mortgage Loan Documents for provisions requiring the Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	 26. Recourse Obligations.  The Mortgage Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events:  (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Mortgage Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).	26a	Review the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 26. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	26b	Review the Mortgage Loan Documents for provisions permitting recourse against the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 26. If such provisions are found, it will be a Test pass.

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	Mortgage Loan Documents
	 27. Mortgage Releases.  The terms of the related Mortgage or related Mortgage Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage 	27a	Review the Mortgage Loan Documents for provisions stating that the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) 	Mortgage Loan Documents


 






    Exhibit QQ-20



     


    

 


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

         

        With respect to any partial release under the preceding
        clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor can be required to pay down
        the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions of the Code and,
        to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or
	 	through (e) of the first sentence of representation and warranty 27. If such provisions are found, it will be a Test pass.   	 
	27b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 27 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x).  For purposes of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions of the Code. If such provisions are found, it will be a Test pass.   	Mortgage Loan Documents
	27c	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (e) of the first sentence of representation and warranty 27, for all Mortgage Loans originated after December 6, 2010, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions of the Code and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or related Whole Loan). If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27d	Review the Mortgage Loan Documents for provisions stating 	Mortgage Loan 


 






    Exhibit QQ-21



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        released to the Mortgagor, if, immediately after the
        release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration)
        the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining
        principal balance of the Mortgage Loan (or related Whole Loan).

         

        No Mortgage Loan that is secured by more than one Mortgaged
        Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related
        Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with the REMIC Provisions
        of the Code.
	 	that, no Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with the REMIC Provisions of the Code. If such provisions are found, it will be a Test pass.	Documents
	 28. Financial Reporting and Rent Rolls.  The Mortgage Loan Documents for each Mortgage Loan require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.	28a	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements which annual financial statements with respect to each Mortgage Loan with more than on Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	
         29. Acts
of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance
policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program
Reauthorization Act of 2007, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred
to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a 
	29a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million.  If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Insurance Coverage Review Document


 






    Exhibit QQ-22



     


    

 


	 Representations and Warranties	          Test	Review Materials
	separate terrorism insurance policy.  With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each Mortgage Loan, the related Mortgage Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount.  The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).	29b	Review the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination.  If so, review the insurance coverage review document for an indication that the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, based on a review of the PSA Party Notices for lack of notation that to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude acts of terrorism, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. If such conditions are found to exist, it will be a Test pass.	Mortgage Loan Documents; Insurance Coverage Review Document; PSA Party Notices
	29c	Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 29), or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount  of terrorism insurance available with funds equal to the Terrorism Cap Amount. If no indication is found, it will be a Test pass. For the purpose of testing 29c, the “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time  in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).	Mortgage Loan Documents
	 30. Due on Sale or Encumbrance.  Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be 	30a	Review the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 30. If such provisions are found, it will be a Test 	Mortgage Loan Documents


 






    Exhibit QQ-23



     


    

 


	 Representations and Warranties	          Test	Review Materials
	unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan Documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan Documents or a Person satisfying specific criteria identified in the related Mortgage Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) in this Annex D-1 or the exceptions thereto set forth on Annex D-2, or (vii) as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan Documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on an exhibit to the related Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The Mortgage or other Mortgage Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer 	 	pass.	 
	30b	Review the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                 
	Mortgage Loan Documents


 






    Exhibit QQ-24



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        or encumbrance, the Mortgagor is responsible for such
        payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or
        encumbrance.

         

        
	 	 	 
	 31.
    Single-Purpose Entity.  Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at
    least as long as the Mortgage Loan is outstanding.  Both the Mortgage Loan Documents and the organizational
    documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of
    $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal
    Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the
    Mortgagor.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an
    individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to
    $5 million or less, its organizational documents or the related Mortgage Loan Documents) provide substantially to the
    effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties
    securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties,
    and whose organizational documents further provide, or which entity represented in the related Mortgage Loan Documents,
    substantially to the effect that it does not have any assets other than those related to its interest in and operation of
    such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other
    related Mortgage Loan Documents, that it has its own books and records and accounts separate and apart from those of any
    other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related
    Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	31a	
        Review the Mortgage Loan Documents for provisions that require that
        the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 31) for at least as long as any Mortgage
        Loan is outstanding. If such provisions are found, it will be a Test pass.

         
	Mortgage Loan Documents
	31b	Review the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Principal Balance in excess of $15 million, review the Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	31c	Review the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Principal Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                                                          

                                                                                 
	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion
	 32. Defeasance.  With respect to any Mortgage Loan that, pursuant to the Mortgage Loan Documents, can be defeased (a “Defeasance”), (i) the 	32	Review the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such 	Mortgage Loan Documents


 






    Exhibit QQ-25



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Mortgage Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (v) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	Mortgage Loan Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 32. If such provisions are found, it will be a Test pass.	 
	 33. Fixed Interest Rates.  Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in situations where default interest is imposed.	33	Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in situations where default interest is imposed. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents


 






    Exhibit QQ-26



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
         34. Ground Leases. For
        purposes of this Annex D-1, a “Ground Lease” shall mean a lease creating a leasehold estate in real property
        where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and
        other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances,
        own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does
        not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

         

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

         

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

         

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

         
	34a	
        Review the appraisal to determine if the Mortgage Loan is secured
        by a Ground Lease (as defined in representation and warranty 34). If so, review the Title Policy and Mortgage Loan Documents for
        an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such
        an indication exists, proceed to Tests 34b through 34r.

         
	Appraisal; Mortgage Loan Documents; Title Policy
	34b	Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	34c	Review the Ground Lease and the ground lessor’s estoppel (or other agreement received from the ground lessor) for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the mortgage. If such indication is found, it will be a Test pass.	Ground lease; Ground lessor’s estoppel; Other agreement received from the ground lessor
	34d	Review the PSA Party Notices for notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease since its recordation.  If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File, it will be a Test pass.	PSA Party Notices; Mortgage File
	34e	
        Review the Ground Lease and the ground lessor’s estoppel (or
        other agreement received from the ground lessor) for a provision that the Ground Lease may not be amended, modified, canceled or
        terminated without the prior written consent of the Mortgagee. If such a provision is found, it will be a Test pass.

         

         

         

         
	Ground Lease; Ground lessor’s estoppel; Other agreement received from the ground lessor


 






    Exhibit QQ-27



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
         

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

         

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

         

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

         

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

         

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

         

         

         

         

         

         

         

         

         

         

         
	 
	34f	Review the Ground Lease and the ground lessor’s estoppel (or other agreement received from the ground lessor) for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.	Ground Lease; Ground lessor’s estoppel; Other agreement received from the ground lessor
	34g	Review the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject.  If either indication is found, it will be a Test pass.	Title Policy; SNDA
	34h	
        Review the Ground Lease and any estoppel (or other agreement of
        the ground lessor) for an indication that the Ground Lease does not place restrictions on the identity of the Mortgagee and the
        Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor
        thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease). If such indication
        is found, it will be a Test pass.

         
	Ground Lease; Estoppel (or other agreement of the ground lessor)


 






    Exhibit QQ-28



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        Mortgagee;

         

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

         

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

         

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

         

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

         

        Provided that the Mortgagee cures any defaults
which are susceptible
	34i	Review the Ground Lease or estoppel (or other agreement of the ground lessor) for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor. If such indication is found, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	34j	Review the PSA Party Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	PSA Party Notices
	34k	Review the PSA Party Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease.  If no such notation is found, it will be a Test pass.	PSA Party Notices
	34l	Review the PSA Party Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	PSA Party Notices
	34m	Review the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that the lessor is required to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee. If such provisions are found, it will be a Test pass.	Ground Lease; Estoppel  (or other agreement of the ground lessor)
	34n	Review
the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that the Mortgagee is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease
through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of
notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.  
	Ground Lease; Estoppel  (or other agreement of the ground lessor)


 






    Exhibit QQ-29



     


    

 


	 Representations and Warranties	          Test	Review Materials
	
        to being cured, the ground lessor has agreed to enter
        into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease
        in a bankruptcy proceeding.

         
	34o	Review the Ground Lease for provisions that impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender. If no such provisions are found, it will be a Test pass.	Ground Lease
	34p	Review the Ground Lease, estoppel (or other agreement of the ground lessor) and Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	34q	Review the Ground Lease, estoppel (or other agreement of the ground lessor) and Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	34r	Review the Ground Lease or estoppel (or other agreement of the ground lessor) for provisions that, provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	 35. Servicing.  The servicing and collection practices used by the	35a	Review the PSA Party Notices for notation to the effect that the	PSA Party Notices


 






    Exhibit QQ-30



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.	 	servicing and collection practices used by the Mortgage Loan Seller in respect of the Mortgage Loan were not in all respects, legal and met customary industry standards for servicing of commercial loans for conduit loan programs. If no such notation is found, it will be a Test pass.	 
	 36. Origination and Underwriting.  The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex D-1.	36	Review the PSA Party Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable), or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 36 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Annex D-1. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 37. No Material Default; Payment Record.  No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required debt service payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex D-1 (including, but not limited to, the prior sentence).  No person other than the holder of such Mortgage Loan may declare 	37a	
        Review the PSA Party Notices for notation that (i) the Mortgage
        Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments since origination,
        or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Closing Date. If no such notation
        is found, it will be a Test pass.

         
	PSA Party Notices
	37b	Review the PSA Party Notices for notation of the Mortgage Loan Seller’s knowledge of  (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property.  If no such notation is found, it will be a Test pass.	PSA Party Notices
	37c	Review the PSA Party Notices for notation that  a person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness 	PSA Party Notices


 






    Exhibit QQ-31



     


    

 


	 Representations and Warranties	          Test	Review Materials
	any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan Documents.	 	under the Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	 
	
         38. Bankruptcy. As of
        the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date,
        neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of,
        and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency
        or similar proceeding.

         
	38	
        Review Lexis/Nexis (or comparable search) and the PSA Party Notices
        for an indication that the Mortgaged Property (other than any tenants of such Mortgaged Property), or any portion thereof, was
        the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy,
        insolvency or similar proceeding as of the origination date. Review the PSA Party Notices for an indication that the Mortgage Loan
        Seller had knowledge that the above occurred prior to the Cut-off Date. If no such indication or notation is found for either,
        it will be a Test pass.

         
	Lexis/Nexis (or comparable search); PSA Party Notices
	 39. Organization of Mortgagor.  With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan (or the related Whole Loan, as applicable), the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan.	39a	Review the certified copies of the organizational documents of the Mortgagor for an indication that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass. 	Organizational Documents
	39b	Review the certified copies of the organizational documents of the Mortgagor for an indication that, except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found,  it will be a Test pass.	Organizational Documents
	
         40. Environmental Conditions.
        A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with
        respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting
        ASTM requirements were conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months
        prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence
        of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, an “Environmental Condition”)
        at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition
        or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an
        amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the

         
	40a	
        Review the Diligence File to determine if an ESA (as defined in
        representation and warranty 40) is included. If so, review the ESA for an indication that it was conducted within 12 months prior
        to the origination date of the Mortgage Loan. If such an indication is found, it will be a Test pass.

         
	Diligence File; ESA
	40b	
        Review the ESA for an indication that it identified (i) the existence
        of a recognized environmental condition at the related Mortgaged Property (as defined in representation and warranty 40) or (ii)
        the need for further investigation. If no such indication is found, it will be a Test pass.

         

         
	ESA
	40c	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related 	ESA; Escrow Statements; Mortgage 


 






    Exhibit QQ-32



     


    

 


	 Representations and Warranties	          Test	Review Materials
	estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action.  To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.	 	
        Mortgaged Property or (ii) the need for further investigation. If
        such an indication is found, the following test procedures (subparts 40c-1 through 40c-6) will be performed. If any of the subparts
        indications are found, it will be a Test pass.

         

        1. Review escrow statements for an indication that an amount reasonably
        estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance
        with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related
        Mortgagee.

         

        2. Review the ESA for an indication that if the only Environmental
        Condition (as defined in representation and warranty 40) relates to the presence of asbestos-containing materials, radon in indoor
        air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and
        if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to be instituted
        by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.

         

        3. Review the Diligence File for an indication that any Environmental
        Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date, as evidenced by a
        no further action or closure letter that was obtained from the applicable governmental regulatory authority, or a reputable environmental
        consultant has concluded that no further action is required.

         

        4. Review the insurance coverage review documents for an indication
        that an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth
        below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or
        the equivalent) by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.
	Loan Documents; Diligence File; Insurance Coverage Review Document
	 	 	 	 






    Exhibit QQ-33



     


    

 


	 Representations and Warranties	          Test	Review Materials
	 	 	
        5. Review the Diligence File for an indication that a party not
        related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party
        has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.

         

        6. Review the Diligence File for an indication that a party related
        to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required
        to take action.
	 
	 41. Appraisal.  The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.  Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.	41a	Review the appraisal for an indication that it was dated within 6 months of the Mortgage Loan origination date and with 12 months of the Closing Date. If such an indication is found, it will be a Test pass.	Appraisal
	41b	
        Review the appraisal for an indication that it was signed by an
        appraiser represented to be an MAI. If such an indication is found, it will be a Test pass.

         
	Appraisal
	41c	
        Review the PSA Party Notices for notation that, to the Mortgage
        Loan Seller’s knowledge, the appraiser had an interest, direct or indirect, in the Mortgaged Property or the Mortgagor or
        in any loan made on the security thereof, or whose compensation was affected by the approval or disapproval of the Mortgage Loan.
        If no such notation is found, it will be a Test pass.

         
	PSA Party Notices
	41d	Review the appraisal for an indication that it includes documentation in the appraisal or a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.  If such indications are found, it will be a Test pass.	Appraisal or supplemental letter from Appraiser 
	 42. Mortgage Loan Schedule.  The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and 	42a	Review the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents and (iii) Pooling and Servicing Agreement.  If there are no such discrepancies, it will 	Mortgage Loan Purchase Agreement; Annex A to Prospectus; Mortgage Loan Documents; PSA


 






    Exhibit QQ-34



     


    

 


	 Representations and Warranties	          Test	Review Materials
	Servicing Agreement to be contained in the Mortgage Loan Schedule.	 	be a Test pass.	 
	42b	Compare the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; PSA
	 43. Cross-Collateralization.  Except with respect to a Mortgage Loan that is part of a Whole Loan, no Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool, except as set forth on Annex D-2.	43	Except for any Mortgage Loan that is part of a Whole Loan or any Mortgage Loan otherwise set forth on Annex D-2 of the related Mortgage Loan Purchase Agreement, review the PSA Party Notices for notation that the Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If no such notation is found, it will be a Test pass.	PSA Party Notices
	 44. Advance of Funds by the Mortgage Loan Seller.  After origination, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, and, to the Mortgage Loan Seller’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents).  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	44a	Review the PSA Party Notices for notation that, after origination, an advancement of funds had been made by the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, or, to the Mortgage Loan Seller’s knowledge, funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents).  If no such notation is found, it will be a Test pass.	PSA Party Notices
	44b	Review the PSA Party Notices for notation that the Mortgage Loan Seller, or an affiliate has an obligation to make any capital contribution to any Mortgagor, other than contributions made on or prior to the Closing Date. If no such notation is found, it will be a Test pass.	PSA Party Notices
	
         45. Compliance
        with Anti-Money         Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all
        applicable anti-money laundering laws         and regulations, including without limitation the USA Patriot Act of 2001 with
        respect to the origination of the Mortgage Loan.

         
	45	Review the PSA Party Notices for notation that the Mortgage Loan Seller has not complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. If no such notation is found, it will be a Test pass.	PSA Party Notices


 


    Exhibit QQ-35



     


    

 






EXHIBIT
RR


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2016-GS3








Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS3



  


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
undersigned is an authorized representative of the [Depositor][Asset Representations Reviewer].



		 	 



		2.	The
undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the
undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make
information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.



		 	 



		3.	The
undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations
above remains true and correct.



		 	 



		4.	[The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]



 














    Exhibit RR-1


     

    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and 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.




	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _________ 


	 	 	 
	[GS Mortgage Securities Corporation II,	 
	as Depositor]	 
	 	 	 
	By: 	 	 
	 	[Name]	 
	 	[Title]	 




 



    Exhibit RR-2


     

    




 





EXHIBIT
SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


  


	
        Midland Loan Services, a Division of PNC Bank, National
Association 

        10851 Mastin Street 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head
	 	
       Trimont Real Estate Advisors,
        LLC

        

        One Alliance Center

        

        3500 Lenox Road, Suite G1

        

        Atlanta, GA 30326

        

Attention:
Special Servicing

        

        Email: CMBS_Servicing@Trimontrea.com

	 	 	 
	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile: (305) 229-6425

        
	 	 
	 	 	 


		Attention:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage Pass-Through
Certificates, Series 2016-GS3



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real Estate Advisors, LLC, as 540 West Madison
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED
DISTRIBUTION DATE]:


 


5.    
_____ An additional Mortgage Loan has become a Delinquent Mortgage Loan.


 


6.    
_____ A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.


 


7.    
_____An Asset Review Trigger has ceased to exist. 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 



    Exhibit SS-1


     

    




 







	 	 	 
	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the GS Mortgage Securities Trust 2016-GS3,
    Commercial Mortgage Pass-Through Certificates, Series 2016-GS3
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


  



    Exhibit SS-2


     

    




 


EXHIBIT
TT


 


Form
of NOTICE OF PURCHASE OF A 540 WEST MADISON CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

      as Certificate Administrator

9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attention: Corporate Trust Services (CMBS)





GS Mortgage Securities Trust 2016-GS3


 


		Re:	GS Mortgage Securities Trust 2016-GS3, Commercial Mortgage
Pass-Through Certificates, Series 2016-GS3 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of September 1, 2016, by and among GS Mortgage Securities Corporation II, as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and Trustee, Rialto Capital Advisors, LLC, as General Special Servicer, Trimont Real
Estate Advisors, LLC, as 540 West Madison Special Servicer, and Pentalpha Surveillance LLC, as Asset Representations Reviewer
and Operating Advisor	



 


This letter is delivered to you, pursuant
to Section 3.32(c) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original [principal balance][notional amount] of the Class [WM-A][X-WM][WM-B]
Certificates, representing [_____]% of the Class [WM-A][X-WM][WM-B] Certificates. The Loan-Specific Certificates were issued pursuant
to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows: 









			 	 
	 	 	 	 
	 	 	 	 





Contact
Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority
interest in the Class [WM-A][X-WM][WM-B] Certificates.



 






    Exhibit TT-1 


     

    

 


All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.








	 	 	 
	 	Very truly yours,
	 	 	
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit TT-2 


     

    

 





Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	10 Hudson Yards



 


		2.	540 West Madison



 


		3.	U.S. Industrial Portfolio



 


		4.	The Falls



 


		5.	Hamilton Place



 


		6.	Panorama Corporate Center



 


		7.	Veritas Multifamily Pool 1



 


		8.	Embassy Suites Portland Airport



 


		9.	Residence Inn and SpringHill Suites North Shore



 


		10.	Veritas Multifamily Pool 2



 









    Schedule 1-1


     

    




 


Schedule
2


 


CLass
A-AB scheduled Principal Balance Schedule 


See Annex E to the Prospectus.


 






    Schedule 2-1


     

    




 


Schedule
3








 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves


 


Shoppes at Rio Grande




 



    Schedule 3-1