Exhibit 4.2 


 


 





EXECUTION VERSION


 


GS MORTGAGE SECURITIES CORPORATION II,

Depositor,


 


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

Master Servicer,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Special Servicer,


 


SITUS HOLDINGS, LLC,

Operating Advisor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee


 





	 	 	 
	 	POOLING AND SERVICING AGREEMENT	 
	 	Dated as of November 1, 2015	 
	 	 	 










 




Commercial Mortgage Pass-Through Certificates

Series 2015-GS1


 






    	 



    	 



    







 





	 	 	 	 
	


TABLE OF CONTENTS


	 
	 	 	 	 
	 	 	 	Page
	ARTICLE
    I	 	 
	 	 	 	 
	DEFINITIONS	 	 
	 	 	 
	Section 1.01	Defined Terms	 	6
	Section 1.02	Certain Calculations	 	109
	Section 1.03	Certain Constructions	 	113
	 	 	 
	ARTICLE
    II	 	 
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS;	 	 
	ORIGINAL
    ISSUANCE OF CERTIFICATES	 	 
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	114
	Section 2.02	Acceptance by the Trustee, the Custodian
    and the Certificate Administrator	 	118
	Section 2.03	Mortgage Loan Sellers’ Repurchase,
    Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	 	120
	Section 2.04	Representations and Warranties of the
    Depositor	 	124
	Section 2.05	Representations, Warranties and Covenants
    of the Master Servicer	 	126
	Section 2.06	Representations, Warranties and Covenants
    of the Special Servicer	 	128
	Section 2.07	Representations and Warranties of the
    Trustee	 	130
	Section 2.08	Representations and Warranties of the
    Certificate Administrator	 	131
	Section 2.09	Representations, Warranties and Covenants
    of the Operating Advisor	 	133
	Section 2.10	Execution and Delivery of Certificates;
    Issuance of Lower-Tier Regular Interests	 	134
	Section 2.11	Miscellaneous REMIC and Grantor Trust
    Provisions	 	135
	 	 	 	 
	ARTICLE
    III	 	 
	 	 	 	 
	ADMINISTRATION
    AND SERVICING	 	 
	OF
    THE MORTGAGE LOANS	 	 
	 	 	 
	Section 3.01	Master Servicer to Act as Master Servicer;
    Administration of the Mortgage Loans; Sub-Servicing Agreements	 	136
	Section 3.02	Liability of the Master Servicer	 	145
	Section 3.03	Collection of Certain Mortgage Loan
    Payments	 	146
	Section 3.04	Collection of Taxes, Assessments and
    Similar Items; Escrow Accounts	 	147
	Section 3.05	Collection Account; Distribution Accounts
    and Excess Liquidation Proceeds Reserve Account	 	150
	Section 3.05 A	Serviced Whole Loan Custodial Account	 	153
	Section 3.06	Permitted Withdrawals from the Collection
    Account	 	155







 






    	-i-



    	 



    






	 	 	 	 
	Section 3.06 A	Permitted Withdrawals from the Serviced
    Whole Loan Custodial Account	 	161
	Section 3.07	Investment of Funds in the Collection
    Account, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account
    and Other Accounts	 	165
	Section 3.08	Maintenance of Insurance Policies and
    Errors and Omissions and Fidelity Coverage	 	167
	Section 3.09	Enforcement of Due-On-Sale Clauses;
    Assumption Agreements; Defeasance Provisions	 	172
	Section 3.10	Appraisal Reductions; Realization Upon
    Defaulted Mortgage Loans	 	177
	Section 3.11	Trustee and Certificate Administrator
    to Cooperate; Release of Mortgage Files	 	183
	Section 3.12	Servicing Fees, Trustee/Certificate
    Administrator Fees and Special Servicing Compensation	 	184
	Section 3.13	Compensating Interest Payments	 	191
	Section 3.14	Application of Penalty Charges and
    Modification Fees	 	192
	Section 3.15	Access to Certain Documentation	 	193
	Section 3.16	Title and Management of REO Properties	 	195
	Section 3.17	Sale of Defaulted Mortgage Loans and
    REO Properties; Sale of Non-Serviced Mortgage Loans	 	199
	Section 3.18	Additional Obligations of the Master
    Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion Loan Holder	 	206
	Section 3.19	Lock-Box Accounts, Escrow Accounts	 	207
	Section 3.20	Property Advances	 	207
	Section 3.21	Appointment of Special Servicer; Asset
    Status Reports	 	210
	Section 3.22	Transfer of Servicing Between Master
    Servicer and Special Servicer; Record Keeping	 	215
	Section 3.23	Interest Reserve Account	 	216
	Section 3.24	Modifications, Waivers and Amendments	 	217
	Section 3.25	Additional Obligations with Respect
    to Certain Mortgage Loans	 	221
	Section 3.26	Certain Matters Relating to the Non-Serviced
    Mortgage Loans	 	221
	Section 3.27	Additional Matters Regarding Advance
    Reimbursement	 	222
	Section 3.28	Companion Loan Co-Lender Matters	 	223
	Section 3.29	Appointment and Duties of the Operating
    Advisor	 	227
	Section 3.30	Rating Agency Confirmation	 	233
	Section 3.31	General Acknowledgement Regarding Companion
    Loan Holders	 	236
	 	 	 	 
	ARTICLE
    IV	 	 
	 	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS	 	 
	 	 	 	 
	Section 4.01	Distributions	 	236
	Section 4.02	Statements to Certificateholders; Certain
    Reports by the Master Servicer and the Special Servicer	 	249
	Section 4.03	Compliance with Withholding Requirements	 	263
	Section 4.04	REMIC Compliance	 	263




 


 






    	-ii-



    	 



    


 





	 	 	 	 
	Section 4.05	Imposition of Tax on the Trust REMICs	 	265
	Section 4.06	Remittances; P&I Advances	 	267
	Section 4.07	Grantor Trust Reporting	 	270
	 	 	 	 
	ARTICLE
    V	 
	 	 	 	 
	THE
    CERTIFICATES	 
	 	 	 	 
	Section 5.01	The Certificates	 	272
	Section 5.02	Form and Registration	 	273
	Section 5.03	Registration of Transfer and Exchange
    of Certificates	 	275
	Section 5.04	Mutilated, Destroyed, Lost or Stolen
    Certificates	 	282
	Section 5.05	Persons Deemed Owners	 	283
	Section 5.06	Appointment of Paying Agent	 	283
	Section 5.07	Access to Certificateholders’
    Names and Addresses; Special Notices	 	283
	Section 5.08	Actions of Certificateholders	 	284
	Section 5.09	Authenticating Agent	 	285
	Section 5.10	Appointment of Custodian	 	285
	Section 5.11	Maintenance of Office or Agency	 	286
	Section 5.12	Exchanges of Exchangeable Certificates	 	286
	 	 	 	 
	ARTICLE
    VI	 
	 	 	 	 
	THE
    DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, 

    THE OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE	 
	 	 	 	 
	Section 6.01	Liability of the Depositor, the Master
    Servicer, the Special Servicer and the Operating Advisor	 	288
	Section 6.02	Merger or Consolidation of the Master
    Servicer, the Special Servicer and the Operating Advisor	 	289
	Section 6.03	Limitation on Liability of the Depositor,
    the Master Servicer, the Special Servicer, the Operating Advisor and Others	 	290
	Section 6.04	Limitation on Resignation of the Master
    Servicer, the Special Servicer or the Operating Advisor	 	291
	Section 6.05	Rights of the Depositor, the Trustee
    and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	 	293
	Section 6.06	Master Servicer, Special Servicer as
    Owner of a Certificate	 	293
	Section 6.07	Rating Agency Fees	 	294
	Section 6.08	Termination of the Special Servicer
    Without Cause	 	294
	Section 6.09	The Controlling Class Representative	 	300
	 	 	 	 
	ARTICLE
    VII	 
	 	 	 	 
	DEFAULT	 
	 	 	 	 
	Section 7.01	Servicer Termination Events	 	306
	Section 7.02	Trustee to Act; Appointment of Successor	 	312




 






    	-iii-



    	 



    

 





	 	 	 	 
	Section 7.03	Notification to Certificateholders	 	314
	Section 7.04	Other Remedies of Trustee	 	314
	Section 7.05 	Waiver of Past Servicer Termination Events and Operating Advisor
    Termination Events; Termination	 	315
	Section 7.06	Termination of the Operating Advisor	 	316
	 	 	 	 
	ARTICLE VIII	 
	 	 	 	 
	CONCERNING THE TRUSTEE AND
    THE CERTIFICATE ADMINISTRATOR	 
	 	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	319
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	322
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable
    for Certificates or Mortgage Loans	 	325
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	 	327
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses;
    Indemnification	 	327
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	 	329
	Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	 	330
	Section 8.08	Successor Trustee or Successor Certificate Administrator	 	332
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	 	333
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	333
	Section 8.11	Access to Certain Information	 	334
	Section 8.12	Compliance with the Patriot Act	 	336
	 	 	 	 
	ARTICLE IX	 
	 	 	 	 
	TERMINATION; OPTIONAL MORTGAGE
    LOAN PURCHASE	 
	 	 	 	 
	Section 9.01	Termination; Optional Mortgage Loan Purchase	 	336
	 	 	 	 
	ARTICLE X	 
	 	 	 	 
	EXCHANGE ACT REPORTING AND
    REGULATION AB COMPLIANCE	 
	 	 	 	 
	Section 10.01	Intent of the Parties; Reasonableness	 	341
	Section 10.02	Filing Obligations	 	343
	Section 10.03	Form 10-D Filings	 	344
	Section 10.04	Form 10-K Filings	 	346
	Section 10.05	Sarbanes-Oxley Certification	 	349
	Section 10.06	Form 8-K Filings	 	350
	Section 10.07	Annual Compliance Statements	 	351
	Section 10.08	Annual Reports on Assessment of Compliance with Servicing Criteria	 	353




 


 






    	-iv-



    	 



    






	 	 	 	 
	 	 	 	 
	Section 10.09	Annual Independent Public Accountants’ Servicing Report	 	355
	Section 10.10	Significant Obligors	 	356
	Section 10.11	Indemnification	 	359
	Section 10.12	Amendments	 	361
	Section 10.13	Regulation AB Notices	 	361
	Section 10.14	Termination of the Certificate Administrator	 	361
	Section 10.15	Termination of the Master Servicer or the Special Servicer	 	362
	Section 10.16	Termination of Sub-Servicing Agreements	 	362
	Section 10.17	Notification Requirements and Deliveries in Connection with Securitization
    of a Companion Loan	 	362
	Section 10.18	Termination of Exchange Act Filings with Respect to the Trust	 	365
	 	 	 	 
	ARTICLE XI	 
	 	 	 	 
	MISCELLANEOUS PROVISIONS	 
	 	 	 	 
	Section 11.01	Counterparts	 	365
	Section 11.02	Limitation on Rights of Certificateholders	 	365
	Section 11.03	Governing Law	 	366
	Section 11.04	Notices	 	366
	Section 11.05	Severability of Provisions	 	369
	Section 11.06	Notice to the Depositor and Each Rating Agency	 	369
	Section 11.07	Amendment	 	371
	Section 11.08	Confirmation of Intent	 	374
	Section 11.09	Third-Party Beneficiaries	 	374
	Section 11.10	Request by Certificateholders or a Companion Loan Holder	 	375
	Section 11.11	Waiver of Jury Trial	 	375
	Section 11.12	Submission to Jurisdiction	 	375
	Section 11.13	Exchange Act Rule 17g-5 Procedures	 	376
	Section 11.14	[Reserved]	 	378
	Section 11.15	Cooperation with the Mortgage Loan Sellers with Respect to Rights
    Under the Loan Agreements	 	378
	Section 11.16	PNC Bank, National Association	 	378







	 	 
	TABLE
    OF 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-AB Certificate
	Exhibit A-5	Form of Class X-A Certificate
	Exhibit A-6	Form of Class X-B Certificate
	Exhibit A-7	Form of Class X-D Certificate
	Exhibit A-8	Form of Class A-S Certificate
	Exhibit A-9	Form of Class B Certificate
	Exhibit A-10	Form of Class PEZ Certificate
	Exhibit A-11	Form of Class C Certificate







 






    	-v-



    	 



    






	 	 
	Exhibit A-12	Form of Class D Certificate
	Exhibit A-13	Form of Class E Certificate
	Exhibit A-14	Form of Class F Certificate
	Exhibit A-15	Form of Class G Certificate
	Exhibit A-16	Form of Class R Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Request for Release
	Exhibit D	Form of Distribution Date Statement
	Exhibit E	Form of Transfer Certificate for Rule 144A Global Certificate to
    Temporary Regulation S Global Certificate
	Exhibit F	Form of Transfer Certificate for Rule 144A Global Certificate to
    Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S Global
    Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit H	Form of Certification to be given by Beneficial Owner of Temporary
    Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to
    Temporary Regulation S Global Certificate
	Exhibit J	Form of Transfer Certificate for Non-Book Entry Certificate to
    Regulation S Global Certificate
	Exhibit K	Form of Transfer Certificate for Non-Book Entry Certificate to
    Rule 144A Global Certificate
	Exhibit L-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4)
    of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2	Form of Transferor Letter
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation Letter
	Exhibit M-1A	Form of Investor Certification for Obtaining Information and Notices
    (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1B	Form of Investor Certification for Non-Borrower Party (for the
    Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1C	Form of Investor Certification for Borrower Party (for the Controlling
    Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1D	Form of Notice of Excluded Controlling Class Holder
	Exhibit M-1E	Form of Excluded Controlling Class Holder to the Certificate Administrator
	Exhibit M-1F	Form of Certification of the Controlling Class Representative
	Exhibit M-2A	Form of Investor Certification for Exercising Voting Rights for
    Non-Borrower Party
	Exhibit M-2B	Form of Investor Certification for Exercising Voting Rights for
    Borrower Party
	Exhibit M-3	Form of Online Vendor Certification
	Exhibit M-4	Form of Confidentiality Agreement
	Exhibit N	Custodian Certification
	Exhibit O	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit P	Supplemental Servicer Schedule




 


 






    	-vi-



    	 



    








	 	 
	Exhibit Q	List of Authorized Representatives of the Depositor
	Exhibit R	Form of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing Agreements
	Exhibit T	Form of Recommendation of Special Servicer Termination
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W	Form of Additional Disclosure Notification
	Exhibit X	Form Certification to be Provided with Form 10-K
	Exhibit Y-1	Form of Certification to be Provided to Depositor by the Certificate
    Administrator
	Exhibit Y-2	Form of Certification to be Provided to Depositor by the Master
    Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor by the Special
    Servicer
	Exhibit Y-4	Form of Certification to be Provided to Depositor by the Operating
    Advisor
	Exhibit Z	Form 8-K Disclosure Information
	Exhibit AA-1	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	Form of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB Scheduled Principal Balance
	Exhibit CC-1	Form of Transferor Certificate for Transfer of the Excess Servicing
    Fee Rights
	Exhibit CC-2	Form of Transferee Certificate for Transfer of the Excess Servicing
    Fee Rights
	Exhibit DD	Form of Notice and Certification Regarding Defeasance of Mortgage
    Loan
	Exhibit EE	Form of Notice of Exchange of Exchangeable Certificates
	Exhibit FF	Form of Notice Regarding Non-Serviced Mortgage Loans
	Exhibit GG	Form of Notice Regarding Mezzanine Loan Default




 






    	-vii-



    	 



    

 






Pooling and Servicing
Agreement, dated as of November 1, 2015, 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 Special Servicer, Situs Holdings,
LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator and Wilmington Trust, National
Association, as Trustee.


 


PRELIMINARY STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


The Depositor intends
to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the Certificate Administrator
will elect that two segregated portions of the Trust Fund be treated for federal income tax purposes as two separate REMICs (each,
a “Trust REMIC” or, in the alternative, the “Upper-Tier REMIC” and the “Lower-Tier
REMIC”). The Regular Certificates and the Class PEZ Regular Interests will represent “regular interests”
in the Upper-Tier REMIC, and the Upper-Tier Residual Interest will represent the sole class of “residual interests”
in the Upper-Tier REMIC.


 


There are also (i) 11
classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (the Class LA-1, Class LA-2, Class LA-3, Class
LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests), each of which will constitute a class
of “regular interests” in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will represent the
sole class of “residual interests” in the Lower-Tier REMIC.


 


The Lower-Tier Regular
Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The Class R Certificates will represent the Lower-Tier
Residual Interest and the Upper-Tier Residual Interest.


 




     


     


    


 


UPPER-TIER REMIC


 


The following table
sets forth the Class designation, the approximate initial pass-through rate (the “Pass-Through Rate”) and the
aggregate initial principal amount (the “Original Certificate Principal Amount”) or, in the case of the Class
X-A, Class X-B and Class X-D Certificates, notional amount (“Original Notional Amount”), as applicable, for
each Class of Certificates and each Class PEZ Regular Interest comprising or evidencing the interests in the Upper-Tier REMIC
created hereunder: 





							 
	Class
    Designation		Approximate

    Initial

    Pass-Through Rate

    (per annum)		Original

    Certificate Principal Amount / Original Notional Amount
	Class A-1		1.935%		$	29,163,000	 
	Class A-2		3.470%		$	200,000,000	 
	Class A-3		3.734%		$	297,565,000	 
	Class A-AB		3.553%		$	47,694,000	 
	Class X-A(1)		0.846%		$	625,710,000	 
	Class X-B(1)		0.185%		$	43,082,000	 
	Class A-S(2)		4.037%		$	51,288,000	 
	Class A-S Regular Interest		4.037%		$	51,288,000	 
	Class B(3)		4.238%		$	43,082,000	 
	Class B Regular Interest		4.238%		$	43,082,000	 
	Class PEZ(4)		(5)		$	0	 
	Class C(6)		4.423%		$	47,184,000	 
	Class C Regular Interest		4.423%		$	47,184,000	 
	Class D		3.268%		$	42,056,000	 
	Class X-D(1)		1.155%		$	42,056,000	 
	Class E		4.423%		$	20,515,000	 
	Class F		4.423%		$	8,207,000	 
	Class G		4.423%		$	33,849,932	 
	Class R(7)		N/A			N/A	 







 





 








	(1)	The
                                         Class X-A, Class X-B and Class X-D Certificates will not have Certificate Principal Amounts;
                                         rather, each such Class of Certificates will accrue interest as provided herein on the
                                         related Notional Amount.



 


	(2)	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 Principal Amount
                                         of the Class A-S Certificates and the Class PEZ Component A-S will at all times equal
                                         the Certificate Principal Amount of the Class A-S Regular Interest.



 


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



 


	(4)	The
                                         Class PEZ Certificates represent a beneficial ownership interest in 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.



 






    	-2-



    	 



    

 





	(5)	The
                                         Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive
                                         the sum of the interest distributable on the Class PEZ Percentage Interest of the Class
                                         PEZ Regular Interests.



 


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



 


	(7)	The
                                         Class R Certificates will not have a Certificate Principal Amount 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 Distribution Account and the
                                         Upper-Tier Distribution Account, after all required distributions under this Agreement
                                         have been made to the Regular Certificates and the Class PEZ Regular Interest, will be
                                         distributed to the Holders of the Class R Certificates.







    	-3-



    	 



    

  


LOWER-TIER REMIC


 


The following table
sets forth the Class designation, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular
Interest”) and its original Lower-Tier Principal Balance, the corresponding component of the Class X Certificates (the
“Corresponding Component”) and the Original Certificate Principal Amount for each Class of Regular Certificates
and each Class PEZ Regular Interest. The interest rate of each Lower Tier Regular Interest is the WAC Rate. The following table
also sets forth the Class designation and Original Certificate Principal Amount of the Exchangeable Certificates. Each Class of
Regular Certificates (other than the Class X Certificates) and each Class PEZ Regular Interest constitutes the “Corresponding
Certificates” with respect to that Class’ or Class PEZ Regular Interest’s Corresponding Lower-Tier Regular
Interest and Corresponding Component.


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class
    Designation		Original

    Certificate

    Principal Amount		Corresponding

    Lower-Tier Regular 

    Interest(1)		Original
    Lower-Tier Principal Balance		Corresponding

    Component(1)
	Class A-1		$	29,163,000	 		LA-1		$	29,163,000	 		Class A-1
	Class A-2		$	200,000,000	 		LA-2		$	200,000,000	 		Class A-2
	Class A-3		$	297,565,000	 		LA-3		$	297,565,000	 		Class A-3
	Class A-AB		$	47,694,000	 		LA-AB		$	47,694,000	 		Class A-AB
	Class A-S(2)		$	51,288,000	 		N/A		 	N/A	 		N/A
	Class A-S Regular Interest		$	51,288,000	 		LA-S		$	51,288,000	 		Class A-S
	Class B(3)		$	43,082,000	 		N/A		 	N/A	 		N/A
	Class B Regular Interest		$	43,082,000	 		LB		$	43,082,000	 		Class B
	Class PEZ(4)		$	0	 		N/A		 	N/A	 		N/A
	Class C(5)		$	47,184,000	 		N/A		 	N/A	 		N/A
	Class C Regular Interest		$	47,184,000	 		LC		$	47,184,000	 		N/A
	Class D		$	42,056,000	 		LD		$	42,056,000	 		Class D
	Class E		$	20,515,000	 		LE		$	20,515,000	 		N/A
	Class F		$	8,207,000	 		LF		$	8,207,000	 		N/A
	Class G		$	33,849,932	 		LG		$	33,849,932	 		N/A







 










 



	(1)	The
                                         Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to
                                         any Class of Certificates and Class PEZ Regular Interests are also the Corresponding
                                         Lower-Tier Regular Interest and Corresponding Component with respect to each other.



 


	(2)	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 Principal Amount
                                         of the Class A-S Certificates and the Class PEZ Component A-S will at all times equal
                                         the Certificate Principal Amount of the Class A-S Regular Interest.



 


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







    	-4-



    	 



    

 





	(4)	The
                                         Class PEZ Certificates represent a beneficial ownership interest in 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.



 


	(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 Principal Amount
                                         of the Class C Certificates and the Class PEZ Component C will at all times equal the
                                         Certificate Principal Amount of the Class C Regular Interest.



 


The Certificate Principal
Amount of any Class of Sequential Pay Certificates (other than Exchangeable Certificates) or Class PEZ Regular Interest outstanding
at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable to principal
from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided, however, that in the event
that amounts previously allocated as Realized Losses to a Class of Sequential Pay Certificates (exclusive of the Exchangeable Certificates)
or Class PEZ Regular Interest in reduction of the Certificate Principal Amount thereof are recovered subsequent to the reduction
of the Certificate Principal Amount of such Class or Class PEZ Regular Interest to zero, such Class or Class PEZ Regular Interest
may receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of this
Agreement. As of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $820,603,932.


 






    	-5-



    	 



    

  


GRANTOR TRUST


 


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 (the “Grantor Trust”) for federal income 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 PEZ Certificates shall represent undivided beneficial interests in the
portion of the Grantor Trust consisting of the Class PEZ 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. As
provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose
its status as a “grantor trust” or (ii) be treated as part of either Trust REMIC.


 


In consideration of the
mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee agree as follows:


 


Article
I



DEFINITIONS


 


Section
1.01     Defined Terms. Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this Article.


 


“10-K Filing
Deadline”: As defined in Section 10.04 of this Agreement.


 


“15Ga-1 Notice”:
As defined in Section 2.03(a) of this Agreement.


 


“15Ga-1 Notice
Provider”: As defined in Section 2.03(a) of this Agreement.


 


“590 Madison
Avenue Co-Lender Agreement”: With respect to the 590 Madison Avenue Whole Loan, the related co-lender agreement, dated
as of September 23, 2015, by and between the holder of the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Companion
Loan Holders, relating to the relative rights of the holder of the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue
Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“590 Madison
Avenue Companion Loan”: With respect to the 590 Madison Avenue Whole Loan, each of the 590 Madison Avenue Pari Passu
Companion Loans and the 590 Madison Avenue Subordinate Companion Loan.


 






    	-6-



    	 



    

 





“590 Madison
Avenue Companion Loan Holder”: A holder of the 590 Madison Avenue Companion Loan.


 


“590 Madison
Avenue Mortgage”: The Mortgage securing the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Companion Loans.


 


“590 Madison
Avenue Mortgage Loan”: With respect to the 590 Madison Avenue Whole Loan, the Mortgage Loan included in the Trust and
identified on the Mortgage Loan Schedule as 590 Madison Avenue, which is designated as promissory note A-2 and is pari passu
in right of payment with the 590 Madison Avenue Pari Passu Companion Loans and senior in right of payment to the 590 Madison Avenue
Subordinate Companion Loan, to the extent set forth in the related Loan Documents and as provided in the related 590 Madison Avenue
Co-Lender Agreement.


 


“590 Madison
Avenue Pari Passu Companion Loans”: With respect to the 590 Madison Avenue Whole Loan, the related promissory notes designated
as promissory note A-1 and note A-3, which are pari passu to the 590 Madison Avenue Mortgage Loan, and which, together with
the 590 Madison Avenue Mortgage Loan, are senior in right of payment to the 590 Madison Avenue Subordinate Companion Loan, to the
extent set forth in the related Loan Documents and as provided in the related 590 Madison Avenue Co-Lender Agreement.


 


“590 Madison
Avenue Trust and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of November 10, 2015, among
GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, AEGON USA Realty
Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee and Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian, governing the creation of the 590 Madison Avenue Securitization Trust
and the issuance of securities backed by the assets of such 590 Madison Avenue Securitization Trust.


 


“590 Madison
Avenue Securitization Trust”: The GS Mortgage Securities Trust 2015-590M, which holds the 590 Madison Avenue Pari Passu
Companion Loan designated as promissory note A-1 and the 590 Madison Avenue Subordinate Companion Loan.


 


“590 Madison
Avenue Subordinate Companion Loan”: With respect to the 590 Madison Avenue Whole Loan, the related promissory note designated
as promissory note B, which is subordinate in right of payment to the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue
Pari Passu Companion Loans, to the extent set forth in the related Loan Documents and as provided in the related 590 Madison Avenue
Co-Lender Agreement.


 


“590 Madison
Avenue Whole Loan”: The 590 Madison Avenue Mortgage Loan, together with the 590 Madison Avenue Companion Loans, each
of which is secured by the 590 Madison Avenue Mortgage. References herein to the 590 Madison Avenue Whole Loan shall be construed
to refer to the aggregate indebtedness secured under the 590 Madison Avenue Mortgage.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
any Default arising when the related


 






    	-7-



    	 



    

 


Loan Documents require that the related Mortgagor must maintain all risk casualty insurance
or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its
reasonable judgment in accordance with the Servicing Standard (and with the consent of the Controlling Class Representative (unless
a Control Termination Event has occurred and is continuing), or, in the case of the Element LA Whole Loan, with the consent of
the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (or its representative)) that (i)
such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent
owners of similar real properties located in or near the geographic region in which the Mortgaged Property is located (but only
by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available
at any rate; provided, however, that the Controlling Class Representative or the Element LA Companion Loan Holder
with respect to the Element LA Note A-1A Companion Loan, as applicable, shall have no more than 20 days to respond to the Special
Servicer’s request for such consent; provided, further, that upon the Special Servicer’s determination,
consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Controlling
Class Representative or the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan, as applicable,
the Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the extent consistent
with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


“Accrued Component
Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip
Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect
to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.


 


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


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.03 of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.04 of this Agreement.


 


“Additional
Information”: As defined in Section 4.02(a) of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer that Services any of the Mortgage Loans, an Other Master Servicer, an
Other Special Servicer and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer or the Certificate
Administrator, who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions
of Regulation AB.


 






    	-8-



    	 



    




 


“Additional
Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed
Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained in
connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage
Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Operating Advisor and the Depositor and federal, state and local taxes, and tax-related
expenses, specifically payable out of the Trust Fund and (v) any other default-related or unanticipated expense of the Trust Fund
that is not covered by a Property Advance and for which there is no corresponding collection from a Mortgagor.


 


“Administrative
Cost Rate”: With respect to any Mortgage Loan, as of any date of determination, a rate equal to the sum of the CREFC®
Intellectual Property Royalty License Fee Rate, the Servicing Fee Rate, the Operating Advisor Fee Rate, and the Trustee/Certificate
Administrator Fee Rate. In addition, the Administrative Cost Rate for a Serviced Companion Loan will be equal to the Servicing
Fee Rate for such Serviced Companion Loan.


 


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


 


“Advance Interest
Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the
Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days from the date
on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of
interest previously paid on such Advance; provided, however, that with respect to any P&I Advance made prior
to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest
on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace period,
from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided, further,
that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has
been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.


 


“Advance Rate”:
A per annum rate equal to the Prime Rate, compounded annually.


 


“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. The Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master
Servicer, the Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.


 


“Affiliate Ethical
Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master Servicer, the
Special Servicer, the Certificate


 






    	-9-



    	 



    

 


Administrator, the Operating Advisor or the Trustee, as applicable, taking into account the nature
of its business, to ensure (1) that such Affiliate will not obtain Confidential Information from the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, and (2) that the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable,
will not obtain information regarding Investments in the Certificates from such Affiliate. Under such policies and procedures maintained
by such Affiliate, (i) policies and procedures restricting the flow of information exist, and shall be maintained by such Affiliate,
between such Affiliate, on the one hand and the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trustee, as applicable, on the other; (ii) such policies and procedures restricting the flow of information
operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information from
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee,
as applicable, to such Affiliate and (b) policies and procedures against the disclosure of information regarding Investments in
Certificates from such Affiliate to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor or the Trustee, as applicable; (iii) the senior management personnel of such Affiliate who have obtained Confidential
Information in the course of their exercise of general managerial responsibilities may not participate in or use that information
to influence Investment Decisions with respect to the Certificates, nor may they pass that information to others for use in such
activities; and (iv) such senior management personnel who have obtained information regarding Investments in the course of their
exercise of general managerial responsibilities may not use that information to influence servicing recommendations.


 


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


 


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


 


“AMO”:
Anderson McCoy & Orta, P.C., an Oklahoma professional corporation.


 


“Ancillary Fees”:
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan, any and all demand fees,
beneficiary statement charges, fees for insufficient or returned checks and other usual and customary charges and fees (other than
Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption application fees and defeasance fees) actually received
from the related Mortgagor.


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to
Section 9.01(c) of this Agreement.


 


“Applicable
Laws”: As defined in Section 8.02(e) of this Agreement.


 






    	-10-



    	 



    




 


“Applicable
Patriot Act Laws”: As defined in Section 8.12 of this Agreement.


 


“Applicable
Monthly Payment”: For any Mortgage Loan (including a Non-Serviced Mortgage Loan and/or an REO Mortgage Loan) with respect
to any calendar month (including any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property),
the Monthly Payment (excluding the Balloon Payment); provided, however, that for purposes of calculating the amount
of any P&I Advance required to be made by the Master Servicer or the Trustee, notwithstanding the amount of such Applicable
Monthly Payment, interest shall be calculated at the Mortgage Loan Rate less the Servicing Fee Rate; and provided, further,
that for purposes of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification
of a Mortgage Loan pursuant to Section 3.24 of this Agreement or pursuant to the Other Pooling and Servicing Agreement,
or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.


 


“Applicant”:
As defined in Section 5.07(a) of this Agreement.


 


“Appraisal”:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards and in accordance with FIRREA standards.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount
(subject to the operation of the final paragraph of Section 3.10(a)) equal to the excess, if any, of (a) the Stated Principal
Balance of such Mortgage Loan (or Serviced Whole Loan) as of the last day of the related Collection Period over (b) the excess
of (i) the sum of (A) 90% of the appraised values of the related Mortgaged Property or Properties (as determined by one or more
Appraisals obtained by the Special Servicer (the cost of which shall be advanced by the Master Servicer as a Property Advance unless
such Property Advance would be a Nonrecoverable Advance)), minus such downward adjustments as the Special Servicer may make in
accordance with the Servicing Standard (without implying any obligation to do so) based upon the Special Servicer’s review
of the Appraisal and such other information as the Special Servicer may deem appropriate and (B) all escrows, letters of credit
and reserves in respect of such Mortgage Loan (or Serviced Whole Loan) as of the date of the calculation over (ii) the sum as of
the Due Date occurring in the month of the date of determination of (A) to the extent not previously advanced by the Master Servicer
or the Trustee, all unpaid interest on such Mortgage Loan at a per annum rate equal to its Mortgage Loan Rate (and with
respect to a Serviced Whole Loan, interest on the related Serviced Companion Loan at the related Mortgage Loan Rate), (B) all unreimbursed
Advances (which shall include, without limitation, (1) any Advances as to which the advancing party was reimbursed from a source
other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon at the Advance Rate, in respect of such
Mortgage Loan (or Serviced Whole Loan) and (C) all currently due and unpaid real estate taxes and assessments, insurance premiums
and ground rents, unpaid Special Servicing Fees and all other amounts, due and unpaid with respect to such Mortgage Loan (or Serviced
Whole Loan) (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer
or the Trustee, as applicable, and/or for which funds have not been escrowed). Promptly upon the occurrence of an Appraisal Reduction
Event (or a longer period so long as the Special Servicer is (as certified thereby to the Trustee in


 






    	-11-



    	 



    

 


writing) diligently and in
good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or
if the Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the
Special Servicer shall obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property Advance (or as
an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a
Nonrecoverable Advance). The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its
possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof
using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written
request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal Reduction
Amounts. On the first Determination Date occurring on or after the receipt of such Appraisal, the Special Servicer shall calculate
or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal and such information, if any, reasonably
requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction
Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of
this Agreement but is not obtained within 120 days following the events described in the applicable clause of the definition “Appraisal
Reduction Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained and solely for
purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount will equal 25% of the Stated Principal
Balance of the related Mortgage Loan; provided that, upon receipt of an Appraisal by the Special Servicer, however, the
Appraisal Reduction Amount for such Mortgage Loan (or the related Serviced Whole Loan, if applicable) will be recalculated in accordance
with this definition without regard to this sentence. With respect to each Mortgage Loan (other than the Non-Serviced Mortgage
Loans) or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan (or Serviced Whole
Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan
(or Serviced Whole Loan)) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal
Reduction Event has occurred with respect thereto during the preceding three months), the Special Servicer shall, within 30 days
of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal (the cost
of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund
and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)), provided,
however, no new or updated Appraisal will be required if the Mortgage Loan, Serviced Whole Loan or REO Property is under
contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably
believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, the Special Servicer shall determine
and report to the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and, in the case of a Whole Loan, determined in
accordance with the Co-Lender Agreement, and each of the Master Servicer and the Certificate Administrator shall be entitled to
rely conclusively on such determination by the Special Servicer. Upon completion, the Special Servicer shall deliver a copy of
any such Appraisal to the Master Servicer and the Certificate Administrator, which shall be in electronic


 






    	-12-



    	 



    

 


format. Each Appraisal
Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into account any subsequent Appraisal
and annual letter updates, as of the date of each such subsequent Appraisal or letter update.


 


Upon payment in full
or liquidation of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan for which an Appraisal Reduction
Amount has been determined, such Appraisal Reduction Amount will be eliminated. In addition, with respect to any Mortgage Loan
(or Serviced Whole Loan, but not including the Non-Serviced Mortgage Loans), as to which an Appraisal Reduction Event has occurred,
such Mortgage Loan (or Serviced Whole Loan) shall no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage Loan
(or Serviced Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related
Mortgage Loan (or Serviced Whole Loan)) and such Mortgage Loan (or Serviced Whole Loan) becomes and remains current for three consecutive
Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing.


 


Notwithstanding the foregoing,
with respect to each Non-Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the applicable pro rata portion
of the “Appraisal Reduction Amount” relating to the related Non-Serviced Whole Loan, and calculated pursuant to the
applicable Other Pooling and Servicing Agreement by the applicable Other Special Servicer. The parties hereto shall be entitled
to rely on such calculations as reported to them by the applicable Other Special Servicer or Other Master Servicer. By their acceptance
of their Certificates, the Certificateholders will be deemed to have acknowledged that each applicable Other Pooling and Servicing
Agreement, the 590 Madison Avenue Co-Lender Agreement, the Element LA Co-Lender Agreement (after the Element LA Companion Loan
Securitization Date), the Hammons Hotel Portfolio Co-Lender Agreement and the DoubleTree Hotel Universal Co-Lender Agreement, taken
together, provide that any such “Appraisal Reduction Amount” will be calculated by the applicable Other Special Servicer
or Other Master Servicer under the applicable Other Pooling and Servicing Agreement.


 


Appraisal Reduction Amounts
with respect to a Serviced Whole Loan shall be allocated to the related Mortgage Loan and the related Companion Loan(s) on a pro
rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage
Loan and the related Companion Loan(s).


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (or Serviced Whole Loan, but not the Non-Serviced Mortgage Loans), the earliest
of (i) the date on which such Mortgage Loan (or Serviced Whole Loan) becomes a Modified Asset, (ii) the date on which such Mortgage
Loan (or Serviced Whole Loan) is 60 days or more delinquent in respect of any Monthly Payment, except for a Balloon Payment, (iii)
in the case of a delinquent Balloon Payment, (A) the date occurring 60 days after the date on which such Balloon Payment was due
(except as described in clause B below) or (B) if the related Mortgagor has delivered to the Master Servicer or Special Servicer
(and in either such case the Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the
other servicer with respect to such Mortgage Loan), a refinancing commitment acceptable to the Special Servicer prior to the date
60 days after the Balloon Payment was due, the date occurring 120 days after the date on which the Balloon Payment was due (or
such shorter period beyond the date on which that


 






    	-13-



    	 



    

 


Balloon Payment was due during which the refinancing is scheduled to occur),
(iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar official is appointed
and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after the related Mortgagor
is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar
proceeding, is not dismissed within those 60 days, or (vii) the date on which such Mortgage Loan (or Serviced Whole Loan) remains
outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement. If an
Appraisal Reduction Event occurs with respect to any Mortgage Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction
Event shall be deemed to have occurred with respect to the related Serviced Companion Loan(s). If an Appraisal Reduction Event
occurs with respect to any Serviced Companion Loan that is part of a Serviced Whole Loan, then an Appraisal Reduction Event shall
be deemed to have occurred with respect to the related Mortgage Loan and any other Serviced Companion Loan(s) included as part
of that Serviced Whole Loan. No Appraisal Reduction Event may occur at any time when the aggregate Certificate Principal Amount
of all Classes of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates) has
been reduced to zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer,
as applicable, promptly upon the occurrence of any of the foregoing events.


 


“Appraised Value”:
As of any date of determination, the appraised value of a Mortgaged Property based upon an appraisal or update thereof prepared
by an Appraiser that is contained in the related Servicing File obtained within the time parameters required by this Agreement.
With respect to each Mortgaged Property securing each Non-Serviced Mortgage Loan, the appraised value allocable thereto, as determined
pursuant to the applicable Other Pooling and Servicing Agreement.


 


“Appraised-Out
Class”: As defined in Section 3.10(a) of this Agreement.


 


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the
Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is
certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market.


 


“Asset Status
Report”: As defined in Section 3.21(b) of this Agreement.


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement
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.


 


“Assumption
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all assumption fees of such Mortgage Loan (or Serviced Whole Loan, if applicable) for transactions effected under


 






    	-14-



    	 



    

 


Sections
3.09(a), 3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the
related Mortgagor and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by
the related Mortgagor in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered
into by the Master Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Whole Loan, on behalf
of the Trust and the related Companion Loan Holder) pursuant to Section 3.09(a) of this Agreement or paid by the related
Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement.


 


“Authorized
Representative”: With respect to the Depositor, any Person authorized by the Depositor to upload information to the Depositor’s
17g-5 Website, which (a) as of the Closing Date (and thereafter until other Persons are identified pursuant to clause (b)) shall
be the Persons identified, along with contact information and email addresses, on Exhibit Q to this Agreement, and (b) thereafter
shall be such authorized representative(s) identified, along with contact information and email address(es), by the Depositor in
writing, which shall be delivered from time to time when changes are made to the Master Servicer, the Special Servicer, the Trustee,
the Custodian and the Certificate Administrator.


 


“Available Funds”:
With respect to any Distribution Date an amount equal to the sum of (without duplication):


 


(a)          the
aggregate amount relating to the Trust Fund on deposit in the Collection Account and the Lower-Tier Distribution Account, as of
the close of business on the Business Day prior to the related Master Servicer Remittance Date, exclusive of (without duplication):


 


(i)          all
Monthly Payments and Balloon Payments paid by the Mortgagors that are due on a Due Date (without regard to grace periods) after
the end of the related Collection Period (without regard to grace periods);


 


(ii)       all
unscheduled payments of principal (including Principal Prepayments (together with any related payments of interest allocable to
the period following the Due Date for the related Mortgage Loan during the related Collection Period)), Liquidation Proceeds, Insurance
Proceeds or Condemnation Proceeds and other unscheduled recoveries received subsequent to the related Determination Date (or, in
the case of the Non-Serviced Mortgage Loans, after the Business Day preceding the related Master Servicer Remittance Date);


 


(iii)      all
amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (viii), inclusive, of
Section 3.06(a) of this Agreement;


 


(iv)       [reserved];


 


(v)        all
Yield Maintenance Charges;


 






    	-15-



    	 



    

 


(vi)       all
Penalty Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;


 


(vii)      all
amounts deposited in the Collection Account or the Lower-Tier Distribution Account, as the case may be, in error; and


 


(viii)     with
respect to the Mortgage Loans for which Withheld Amounts are required to be deposited in the Interest Reserve Account, and any
Distribution Date in (1) each February or (2) any January in a year that is not a leap year (unless, in either case, such Distribution
Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of such Mortgage Loan
as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs
at the related Mortgage Loan Rate, less the Administrative Cost Rate, to the extent such amounts are to be deposited in the Interest
Reserve Account and held for future distribution pursuant to Section 3.23 of this Agreement;


 


(b)         the
aggregate amount of any Compensating Interest Payments and P&I Advances made by the Master Servicer or the Trustee, as applicable,
for such Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage Loans for which
such P&I Advances are made); and


 


(c)         for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the
Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.23 of this Agreement.


 


Notwithstanding the investment of funds
held in the Collection Account or the Lower-Tier Distribution Account pursuant to Section 3.07 of this Agreement, for purposes
of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“Balloon Mortgage
Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification provides for an
amortization schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on
the basis of the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on
a 360-day year consisting of twelve 30-day months.


 


“Balloon Payment”:
With respect to any Balloon Mortgage Loan as of any date of determination, the amount outstanding on the Maturity Date of such
Mortgage Loan in excess of the related Monthly Payment.


 


“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-AB and Class D Certificates or any Class PEZ Regular Interest, a fraction (a) whose numerator is
the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates or Class PEZ Regular Interest exceeds (ii)
the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to
such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage
Loan, the yield rate applicable to any related yield maintenance charge


 






    	-16-



    	 



    

 


or that is otherwise described in the related Loan Documents)
and (b) whose denominator is the amount, if any, by which (i) the Mortgage Loan Rate on such Mortgage Loan exceeds (ii) the discount
rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the
yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents); provided,
however, that under no circumstances shall the Base Interest Fraction be greater than one. However, if such discount rate
is greater than or equal to the lesser of (x) the Mortgage Loan Rate on the related Mortgage Loan and (y) the Pass-Through Rate
described in the preceding sentence, then the Base Interest Fraction shall equal zero; provided, that, if such discount
rate is greater than or equal to the Mortgage Loan Rate on such Mortgage Loan, but less than the Pass-Through Rate described in
the preceding sentence, then the Base Interest Fraction shall equal one.


 


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


 


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


 


“Breach”:
As defined in Section 2.03(a) of this Agreement.


 


“Business Day”:
Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or
banking institutions in the states of New York, Kansas, North Carolina, California, Minnesota, Pennsylvania, Illinois,


 






    	-17-



    	 



    

 


Delaware
and Maryland, the cities in which the principal offices of the Operating Advisor, the Master Servicer or the Special Servicer are
located, or the city in which the Corporate Trust Office of the Certificate Administrator or the Trustee is located are authorized
or obligated by law, executive order or governmental decree to be closed.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by the
Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagors
on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Loan Rate and (3) the yield on 10-year U.S.
treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most
recent Appraisal (or update of such Appraisal).


 


“CCRE”:
Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, and its successors in interest.


 


“CCRE Loan Purchase
Agreement”: The Mortgage Loan Purchase Agreement, dated as of November 1, 2015, by and between CCRE and the Depositor.


 


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D,
Class E, Class F, Class G and Class R Certificate issued, authenticated and delivered hereunder.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, a national banking association, or its successor in interest,
or any successor Certificate Administrator appointed as herein provided. Wells Fargo Bank, National Association will perform the
Certificate Administrator role through its Corporate Trust Services division.


 


“Certificate
Administrator Accounts”: As defined in Section 3.07(a) of this Agreement.


 


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


 


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


 


“Certificate
Factor”: With respect to any Class of Regular Certificates and any Class PEZ Regular Interest, as of any date of determination,
a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Principal Amount
or the Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Principal Amount or
the initial Notional Amount, as the case may be.


 


“Certificate
Principal Amount”: With respect to any Class of Sequential Pay Certificates or Class PEZ Regular Interest (a) on or prior
to the first Distribution Date, an amount equal to the aggregate initial Certificate Principal Amount of such Class of Sequential
Pay


 






    	-18-



    	 



    

 


Certificates or Class PEZ Regular Interest, as specified in the Preliminary Statement hereto, and (b) as of any date of determination
after the first Distribution Date, an amount (adjusted in the case of any Class of Class A-S, Class B and Class C Certificates
to take into account any Certificate exchanges pursuant to Section 5.12 of this Agreement from and including the Closing
Date up to and including such date of determination) equal to the Certificate Principal Amount of such Class of Sequential Pay
Certificates or Class PEZ Regular Interest on the Distribution Date immediately prior to such date of determination, after actual
distributions of principal thereon and allocation of Realized Losses thereto on such prior Distribution Date, and increased on
any Distribution Date (as and to the extent provided in the penultimate sentence of the first paragraph of Section 4.01(f)
of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal
on the Mortgage Loans. The aggregate Certificate Principal Amount of the Class A-S Certificates and the Class PEZ Component A-S
shall at all times equal the Certificate Principal Amount of the Class A-S Regular Interest. The aggregate Certificate Principal
Amount of the Class B Certificates and the Class PEZ Component B shall at all times equal the Certificate Principal Amount of the
Class B Regular Interest. The aggregate Certificate Principal Amount of the Class C Certificates and the Class PEZ Component C
shall at all times equal the Certificate Principal Amount of the Class C Regular Interest. The Certificate Principal Amount of
the Class PEZ Certificates shall at all times equal the aggregate Certificate Principal Amount of the Class PEZ Components.


 


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


 


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register; provided, however,
that, except to the extent provided in the next proviso, solely for the purpose of giving any consent or taking any action pursuant
to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property, a Mortgagor, or any Person actually known
to a Responsible Officer of the Certificate Registrar to be an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property or a Mortgagor shall be deemed
not to be outstanding 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 or take any such action has been obtained (provided,
that notwithstanding the foregoing, for purposes of exercising any rights it may have solely as a member of the Controlling Class,
any Controlling Class Certificate owned by an Excluded Controlling Class Holder shall be deemed not to be outstanding as to such
Holder solely with respect to any related Excluded Controlling Class Loan); provided, however, that for purposes
of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates beneficially owned by the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor
shall be deemed to be outstanding, provided that if such amendment relates to the termination, increase in compensation
or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or any of their Affiliates, such Certificate shall be deemed not to be outstanding; provided,
however, if the Master Servicer, the Special Servicer


 






    	-19-



    	 



    

 


or an Affiliate of the Master Servicer or the Special Servicer is
a member of the Controlling Class (but not with respect to any Excluded Controlling Class Loan with respect to which such party
is an Excluded Controlling Class Holder), it shall be permitted to act in such capacity and exercise all rights under this Agreement
bestowed upon the Controlling Class; provided further, if an Affiliate of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor has provided an Investor Certification in
which it has certified as to the existence of an Affiliate Ethical Wall between it and the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable, then any Certificates beneficially
owned by such Affiliate shall be deemed to be outstanding.


 


“Certification
Parties”: As defined in Section 10.05 of this Agreement.


 


“Certifying
Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Trustee or the Certificate
Administrator, as applicable, with an executed Investor Certification.


 


“Certifying
Person”: As defined in Section 10.05 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.07 of this Agreement.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and
with respect to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.


 


“Class A-1 Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially
the form set forth in Exhibit A-1 hereto.


 


“Class A-1 Component”:
The Component having such designation.


 


“Class A-1 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 1.935%.


 


“Class A-2 Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially
the form set forth in Exhibit A-2 hereto.


 


“Class A-2 Component”:
The Component having such designation.


 


“Class A-2 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 3.470%.


 


“Class A-3 Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially
the form set forth in Exhibit A-3 hereto.


 


“Class A-3 Component”:
The Component having such designation.


 






    	-20-



    	 



    

  


“Class A-3 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 3.734%.


 


“Class A-AB
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 hereto.


 


“Class A-AB
Component”: The Component having such designation.


 


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.553%.


 


“Class A-AB
Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date set
forth on Exhibit BB to this Agreement.


 


“Class A-S Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially
the form set forth in Exhibit A-8 hereto. The Class A-S Certificates represent undivided beneficial interests in the Class
A-S Specific Grantor Trust Assets.


 


“Class A-S Component”:
The Component having such designation.


 


“Class A-S Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S Percentage
Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class
A-S Regular Interest on such Distribution Date.


 


“Class A-S Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the lesser of the WAC Rate and 4.037%.


 


“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 Principal Amount of the Class A-S Certificates,
and the denominator of which is the Certificate Principal Amount of the Class A-S Regular Interest.


 


“Class A-S Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S Percentage
Interest and (ii) the Class A-S Regular Interest Principal Distribution Amount for such Distribution Date.


 


“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 and having the characteristics attributable thereto in this Agreement.


 






    	-21-



    	 



    

 







“Class A-S
Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all
principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made
on or in respect of the Class A-S Regular Interest with respect to such Distribution Date.


 


“Class A-S
Regular Interest Pass-Through Rate”: The Class A-S Pass Through Rate.


 


“Class A-S
Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount
of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest
on such Distribution Date.


 


“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 Exchangeable Distribution Account that represent
distributions on the Class A-S Percentage Interest in 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 B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 hereto. The Class B Certificates represent undivided
beneficial interests in the Class B Specific Grantor Trust Assets.


 


“Class B
Component”: The Component having such designation.


 


“Class B
Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B
Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in
respect of the Class B Regular Interest on such Distribution Date.


 


“Class B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of the WAC Rate and 4.238%.


 


“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 Principal Amount of the Class B
Certificates, and the denominator of which is the Certificate Principal Amount of the Class B Regular Interest.


 


“Class B
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B
Percentage Interest and (ii) the Class B Regular Interest Principal Distribution Amount for such Distribution Date.


 



    	-22-



    	 



    




 


“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 and having the characteristics attributable thereto
in this Agreement.


 


“Class B
Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all
principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made
on or in respect of the Class B Regular Interest with respect to such Distribution Date.


 


“Class B
Regular Interest Pass-Through Rate”: The Class B Pass-Through Rate.


 


“Class B
Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount
of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest
on such Distribution Date.


 


“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 Exchangeable Distribution Account that represent
distributions on the Class B Percentage Interest in 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 C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto. The Class C Certificates represent undivided
beneficial interests in the Class C Specific Grantor Trust Assets.


 


“Class C
Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C
Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in
respect of the Class C Regular Interest on such Distribution Date.


 


“Class C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.


 


“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 Principal Amount of the Class C
Certificates, and the denominator of which is the Certificate Principal Amount of the Class C Regular Interest.


 






    	-23-



    	 



    




 


“Class C
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C
Percentage Interest and (ii) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.


 


“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 and having the characteristics attributable thereto
in this Agreement.


 


“Class C
Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all
principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made
on or in respect of the Class C Regular Interest with respect to such Distribution Date.


 


“Class C
Regular Interest Pass-Through Rate”: The Class C Pass-Through Rate.


 


“Class C
Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount
of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest
on such Distribution Date.


 


“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 Exchangeable Distribution Account that represent
distributions on the Class C Percentage Interest in the Class C Regular Interest.


 


“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 D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 hereto.


 


“Class D
Component”: The Component having such designation.


 


“Class D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.268%.


 


“Class E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 hereto.


 


“Class E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.


 


“Class E
Transfer”: As defined in Section 6.09(h) of this Agreement.


 






    	-24-



    	 



    

 


“Class F
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 hereto.


 


“Class F
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.


 


“Class G
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 hereto.


 


“Class G
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate.


 


“Class PEZ
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 hereto. The Class PEZ Certificates represent undivided
beneficial interests in 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 portion of the Class A-S Regular Interest equal to the Class A-S-PEZ Percentage Interest
of the Class A-S Regular Interest.


 


“Class PEZ
Component A-S Principal Amount”: The product of the Class A-S-PEZ Percentage Interest and the Certificate Principal
Amount of the Class A-S Regular Interest.


 


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


 


“Class PEZ
Component B Principal Amount”: The product of the Class B-PEZ Percentage Interest and the Certificate Principal
Amount of the Class B Regular Interest.


 


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


 


“Class PEZ
Component C Principal Amount”: The product of the Class C-PEZ Percentage Interest and the Certificate Principal
Amount of the Class C Regular Interest.


 


“Class PEZ
Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of
(a) the Class A-S-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b)
of this Agreement in respect of the Class A-S Regular Interest on such Distribution Date, (ii) the product of (a) the Class B-PEZ
Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect
of the Class B Regular Interest on such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest
and (b) the amount of


 






    	-25-



    	 



    

 


interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class C
Regular Interest on such Distribution Date.


 


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


 


“Class PEZ
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product
of (a) the Class A-S-PEZ Percentage Interest and (b) the Class A-S Regular Interest Principal Distribution Amount for
such Distribution Date, (ii) the product of (a) the Class B-PEZ Percentage Interest and (b) the Class B Regular Interest
Principal Distribution Amount for such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest
and (b) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.


 


“Class PEZ
Regular Interests”: The Class A-S, Class B and Class C Regular Interests.


 


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


 


“Class R
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-16 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Principal Amount or Notional Amount.


 


“Class X
Certificates”: The Class X-A, Class X-B and/or Class X-D Certificates, as the context requires.


 


“Class X
Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to the excess, if
any of (i) the WAC Rate for such Distribution Date, over (ii) the Pass-Through Rate for the Class of Corresponding
Certificates.


 


“Class X-A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 hereto.


 


“Class X-A
Components”: The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-AB Component
and Class A-S Component.


 


“Class X-A
Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-A Components.


 


“Class X-A
Pass-Through Rate”: For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 






    	-26-



    	 



    

 


 


“Class X-B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 hereto.


 


“Class X-B
Component”: The Class B Component.


 


“Class X-B
Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the Component Notional
Amount of the Class X-B Component.


 


“Class X-B
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such
Distribution Date.


 


“Class X-D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 hereto.


 


“Class X-D
Component”: The Class D Component.


 


“Class X-D
Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional
Amount of the Class X-D Component.


 


“Class X-D
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such
Distribution Date.


 


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


 


“Clearstream”:
Clearstream Banking, société anonyme, and its successors in interest.


 


“Closing
Date”: December 1, 2015.


 


“Co-Lender
Agreement”: Any of the 590 Madison Avenue Co-Lender Agreement, the South Plains Mall Co-Lender Agreement, the Westin
Boston Waterfront Co-Lender Agreement, the Element LA Co-Lender Agreement, the Glenbrook Square Co-Lender Agreement, the Hammons
Hotel Portfolio Co-Lender Agreement, the GSA Portfolio Co-Lender Agreement and the DoubleTree Hotel Universal Co-Lender Agreement.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which (subject to any changes in the identities of the Master Servicer or the Trustee) shall be entitled “Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of GS Mortgage


 






    	-27-



    	 



    

 


Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2015-GS1” and which must be an Eligible Account.


 


“Collection
Period”: With respect to a Distribution Date and each Mortgage Loan, the period beginning on the day after the Due Date
(without regard to grace periods) in the month preceding the month in which such Distribution Date occurs (or, in the case of the
Distribution Date occurring in December 2015, beginning on the day after the Cut-Off Date) and ending on and including the Due
Date (without regard to grace periods) in the month in which such Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Loan”: Any of the 590 Madison Avenue Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront
Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Hammons Hotel Portfolio Companion Loans,
the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans.


 


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


 


“Companion
Loan Holder Representative”: With respect to each Serviced Companion Loan, the related Non-Controlling Note Holder Representative
(as defined in the related Co-Lender Agreement).


 


“Companion
Loan Rating Agency”: With respect to any Companion Loan, any rating agency that was engaged by a participant in the securitization
of such Companion Loan to assign a rating to the related 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 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
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 3.30 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.


 






    	-28-



    	 



    

 


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


 


“Compensating
Interest Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this
Agreement to cover Prepayment Interest Shortfalls.


 


“Component”:
With respect to (a) the Class X-A Certificates, the Class A-1 Component, Class A-2 Component, Class A-3
Component, Class A-AB Component and Class A-S Component, (b) the Class X-B Certificates, the Class B Component,
and (c) the Class X-D Certificates, the Class D Component.


 


“Component
Notional Amount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal
Balance of the Corresponding Lower-Tier Regular Interest for that Component.


 


“Condemnation
Proceeds”: All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property
(including with respect to the Non-Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage. In the case
of each Non-Serviced Mortgage Loan, “Condemnation Proceeds” means any portion of such proceeds received by the Trust
Fund in connection with the related Non-Serviced Mortgage Loan, pursuant to the allocations provided for in the related Co-Lender
Agreement.


 


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


 


“Consent
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the related
Loan Documents that does not involve a modification evidenced by a signed writing, assumption, extension, waiver or amendment of
the terms of the related Loan Documents.


 


“Consultation
Termination Event”: The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate
Certificate Principal Amount at least equal to 25%


 






    	-29-



    	 



    

 


of the initial Certificate Principal Amount of such Class or (ii) deemed
to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement. With respect to Excluded Loans,
a Consultation Termination Event shall be deemed to exist.


 


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


 


“Control
Termination Event”: The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate
Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance
with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal Amount of such Class or
(ii) deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement. With respect
to Excluded Loans, a Control Termination Event shall be deemed to exist.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such
Class in accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal
Amount of such Class or if no Class of Control Eligible Certificates meets the preceding requirement, the Class E
Certificates. The Controlling Class as of the Closing Date will be the Class G Certificates.


 


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


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least a
majority of the Controlling Class Certificateholders by Certificate Principal Amount, as identified by notice to the Certificate
Registrar by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered
to the Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator and the Operating Advisor (other than
the Element LA Whole Loan); provided that, (i) absent such selection, or (ii) until a Controlling Class Representative
is so selected, or (iii) upon receipt of notice from the Controlling Class Certificateholders that own Certificates representing
more than 50% of the Certificate Principal Amount of the Controlling Class that a Controlling Class Representative is no longer
so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder that owns Certificates
representing the largest aggregate Certificate Principal Amount of the Controlling Class as identified to the Certificate
Registrar; provided, however, that, in the case of the preceding proviso, in the event two or more holders (collectively,
the “subject holders”) each owns Certificates representing the same aggregate Certificate Principal Amount of the Controlling
Class that is, in each case, larger than the aggregate Certificate Principal Amount of the Controlling Class owned by any other
particular holder besides the subject holders, then the Controlling Class Representative shall be the subject holders acting unanimously
(and for the avoidance of doubt, if both or all of the subject holders do not act unanimously in accordance with this proviso,
any direction and/or consent received will not apply and the deemed consent provisions in this Agreement will be applicable). No


 






    	-30-



    	 



    

 


Person may exercise any of the consent or consultation rights and powers of the Controlling Class Representative with respect to
an Excluded Loan.


 


The initial Controlling
Class Representative on the Closing Date shall be Eightfold Real Estate Capital, L.P., and the Certificate Registrar and the other
parties to this Agreement shall be entitled to assume Eightfold Real Estate Capital, L.P. or any successor Controlling Class Representative
selected thereby is the Controlling Class Representative on behalf of Eightfold Real Estate Capital Fund IV, L.P. as Holder (or
Beneficial Owner) of each Class of Control Eligible Certificates, until the Certificate Registrar receives (a) written
notice of a replacement Controlling Class Representative or (b) written notice that Eightfold Real Estate Capital Fund IV,
L.P. is no longer the Holder (or Beneficial Owner) of a majority of the applicable Control Eligible Certificates.


 


“Corporate
Trust Office”: The office of the Trustee or the Certificate Administrator, as applicable, at which at any particular
time its corporate trust business shall be principally administered. At the date of this Agreement, the corporate trust office
of (i) the Trustee is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: GSMS 2015-GS1, and (ii) the Certificate
Administrator is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: GSMS 2015-GS1, or for certificate transfer
services, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: GSMS 2015-GS1.


 


“Corrected
Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that had been a Specially
Serviced Loan but has ceased to be such in accordance with the definition of “Specially Serviced Loan” (other than
by reason of a Liquidation Event occurring in respect of such Mortgage Loan or Serviced Whole Loan or a related Mortgaged Property
becoming an REO Property).


 


“Corresponding
Certificates”: As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.


 


“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class PEZ
Regular Interest or Lower-Tier Regular Interest.


 


“Corresponding
Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates,
Class PEZ Regular Interest or Component.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a
successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall
be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees,
certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting transaction-specific


 






    	-31-



    	 



    

 


information relating to commercial
mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties
underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association
or organization. If an organization or association described in one of the preceding sentences of this definition does not exist,
“CREFC®” shall be deemed to refer to such other association or organization as shall be selected by
the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicer and, for so long as no Control
Termination Event has occurred and is continuing, the Controlling Class Representative.


 


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


 


“CREFC®
Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Appraisal Reduction Template” available 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 Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, 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®
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


 






    	-32-



    	 



    

 


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 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®
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 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®
Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification
and 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 (including any REO Mortgage Loan) and
for any Distribution Date, an 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 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 is computed and shall
be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee
shall be payable from the Lower-Tier REMIC.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage 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 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®
Investor Reporting Package (IRP)”: (a)  The following seven electronic files (and any other files as may become
adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time
to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC®
Property File, (iv) CREFC® Bond


 






    	-33-



    	 



    

 


Level File, (v) CREFC® Financial File, (vi) CREFC®
Collateral Summary File and (vii) CREFC® Special Servicer Loan File;


 


(b)         
The following eleven supplemental reports (and any other reports as may become adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent
Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC®
REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative
Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC
Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC®
Total Loan Report and (xi) CREFC® Reconciliation of Funds Report;


 


(c)         
The following eight templates (and any other templates as may be adopted and promulgated by CREFC® as part
of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction
Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Historical Bond/Collateral Realized
Loss Reconciliation Template, (iv) CREFC® Historical Liquidation Loss Template, (v) CREFC® Interest
Shortfall Reconciliation Template, (vi) CREFC® Servicer Remittance to Certificate Administrator Template, (vii)
CREFC® Significant Insurance Event Template and (viii) CREFC® Loan Modification Template; and


 


(d)         
such other reports and data files as CREFC® may designate as part of the “CREFC® Investor
Reporting Package (CREFC® IRP)” from time to time.


 


“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 Modification Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Loan Modification 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®
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, 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


 






    	-34-



    	 



    

 


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®
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 monthly 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 Report”: The monthly report in the “Reconciliation of Funds” 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®
REO Status Report”: The 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 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®
Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the
information called for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator 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®
Servicer Watch List”: As of each Determination Date a report, including and identifying each Performing Loan satisfying
the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC® in
the “CREFC® Servicer Watch List”


  






    	-35-



    	 



    

 


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.


 


“CREFC®
Significant Insurance Event Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Interest Significant Insurance Event 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®
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”: The report in the “Total 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®
Website”: The CREFC®’s Website located at “www.crefc.org” or such other primary website
as the CREFC® may establish for dissemination of its report forms.


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Principal Amount of each Class of Sequential Pay Certificates
(other than the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates) and the Class PEZ Certificates
is (or will be) reduced to zero due to the application of Realized Losses.


 


“Custodial
Agreement”: The custodial agreement, if any, from time to time in effect between the Custodian named therein and the
Certificate Administrator, as the same may be amended or modified from time to time in accordance with the terms thereof. For avoidance
of doubt, as of the Closing Date, the Custodian is the Certificate Administrator.


 


“Custodian”:
Any Custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is Custodian,
named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Certificate Administrator or the Master
Servicer or any Affiliate or agent of the Certificate Administrator or the Master Servicer, but may not be the Depositor or any
Affiliate thereof.


 


“Cut-Off
Date”: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case
of any Mortgage Loan that has its first due date in December 2015, the date that would have been its Due Date in November 2015
under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).


 






    	-36-



    	 



    

 





“Cut-Off
Date Principal Balance”: With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage 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.


 


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan (or Whole Loan, if applicable), 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 Monthly Payments (other than any Balloon Payment)
due under such Mortgage Loan (or Whole Loan, if applicable) during such period; provided that with respect to the Mortgage
Loans (and with respect to any Whole Loan that includes a Mortgage Loan) identified on the Mortgage Loan Schedule as paying interest
only for a specified period of time set forth in the related Loan Documents and then paying principal and interest, the related
Monthly 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”:
An event of default under the Mortgage Loan (or Serviced Whole Loan, if applicable) or an event which, with the passage of time
or the giving of notice, or both, would constitute an event of default under the Mortgage Loan (or Serviced Whole Loan, if applicable).


 


“Default
Interest”: With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan
or Companion Loan as provided in the related Note or Mortgage as a result of a default (exclusive of late payment charges) that
is in excess of interest at the related Mortgage Loan Rate.


 


“Default
Rate”: With respect to each Mortgage Loan or Companion Loan, the per annum rate at which interest accrues on such
Mortgage Loan or Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Companion Loan, as
the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.


 


“Defaulted
Mortgage Loan”: A Mortgage Loan or Serviced Whole Loan (i) that is delinquent at least sixty days in respect of
its Monthly Payments or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or Note and without regard to any acceleration of payments
under the related Mortgage and Note or (ii) as to which the Master Servicer or Special Servicer has, by written notice to
the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Note.


 


“Defaulted
Serviced Whole Loan”: Any Whole Loan that is a Defaulted Mortgage Loan.


 


“Defeasance
Loan”: Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.


 






    	-37-



    	 



    

 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other
than a Mortgage Loan Seller Sub-Servicer), 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 X 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.


 


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


 


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


 


“Depositor’s
17g-5 Website”: A website to be maintained (or caused to be maintained) by the Depositor in order to comply with Rule 17g-5.


 


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


 


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


 


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


 


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


 


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


 






    	-38-



    	 



    

 


(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 related Mortgage Loan Seller’s asset summary, if any (provided that the delivery of such item shall not result
in any liability to the related 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 day of the calendar month of the related Distribution Date or,
if the sixth day is not a Business Day, the next Business Day, commencing in December 2015.


 


“Directly
Operate”: With respect to any REO 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 in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted
by the Trust Fund, or the performance of any construction work on the REO Property (other than the completion of a building or
improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust
Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust Fund,
establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as
to repairs or capital


 






    	-39-



    	 



    

 


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 related REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan), any compensation
and other remuneration (including, without limitation, in the form of commissions, brokerage fees and rebates) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any 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 such
Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of the related REO Property, and the performance
by the Special Servicer or any Affiliate of any other special servicing duties under this Agreement other than (1) any compensation
which is payable to the 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, provided, any compensation and other remuneration
received or retained by the Certificate Administrator shall not be Disclosable Special Servicer Fees.


 


“Disqualified
Non-U.S. Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than
(i) a Non-U.S. Tax Person that holds the Class R Certificate 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 (ii) a
Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded
for federal income tax purposes.


 


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


 






    	-40-



    	 



    

 


“Distribution
Account”: The Lower-Tier Distribution Account, the Upper-Tier Distribution Account and the Exchangeable Distribution
Account, each of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth Business Day following the Determination Date in each month, commencing December 2015. The first Distribution
Date shall be December 11, 2015.


 


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


 


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


 


“DoubleTree
Hotel Universal Co-Lender Agreement”: With respect to the DoubleTree Hotel Universal Whole Loan, the related co-lender
agreement, dated as of December 1, 2015, by and between the holder of the DoubleTree Hotel Universal Mortgage Loan and the
DoubleTree Hotel Universal Companion Loan Holders, relating to the relative rights of the holder of the DoubleTree Hotel Universal
Mortgage Loan and the DoubleTree Hotel Universal Companion Loan Holders, as the same may be amended from time to time in accordance
with the terms thereof.


 


“DoubleTree
Hotel Universal Companion Loan”: With respect to the DoubleTree Hotel Universal Whole Loan, each of the related promissory
notes made by the related Mortgagor and secured by the DoubleTree Hotel Universal Mortgage and designated as promissory note A-1
and A-3, which are not included in the Trust and are pari passu in right of payment with the DoubleTree Hotel Universal
Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the DoubleTree Hotel Universal Co-Lender
Agreement.


 


“DoubleTree
Hotel Universal Companion Loan Holder”: A holder of a DoubleTree Hotel Universal Companion Loan.


 


“DoubleTree
Hotel Universal Mortgage”: The Mortgage securing the DoubleTree Hotel Universal Mortgage Loan and the DoubleTree Hotel
Universal Companion Loans.


 


“DoubleTree
Hotel Universal Mortgage Loan”: With respect to the DoubleTree Hotel Universal Whole Loan, the Mortgage Loan included
in the Trust and identified on the Mortgage Loan Schedule as DoubleTree Hotel Universal, which is designated as promissory note
A-2 and is pari passu in right of payment with the DoubleTree Hotel Universal Companion Loans to the extent set forth in
the related Loan Documents and as provided in the DoubleTree Hotel Universal Co-Lender Agreement.


 


“DoubleTree
Hotel Universal Pooling and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of October 1, 2015,
among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as special servicer, U.S. Bank National Association, as certificate
administrator and trustee and Pentalpha Surveillance LLC, as operating advisor, governing the creation of the DoubleTree Hotel
Universal


 






    	-41-



    	 



    

 


Securitization Trust and the issuance of securities backed by the assets of such DoubleTree Hotel Universal Securitization
Trust.


 


“DoubleTree
Hotel Universal Securitization Trust”: The GS Mortgage Securities Trust 2015-GC34, which holds the DoubleTree Hotel Universal
Companion Loan designated as promissory note A-1.


 


“DoubleTree
Hotel Universal Whole Loan”: The DoubleTree Hotel Universal Mortgage Loan, together with the DoubleTree Hotel Universal
Companion Loans, each of which is secured by the DoubleTree Hotel Universal Mortgage. References herein to the DoubleTree Hotel
Universal Whole Loan shall be construed to refer to the aggregate indebtedness secured under the DoubleTree Hotel Universal Mortgage.


 


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


 


“Early Termination
Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage
Loans) is less than 1.0% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date.


 


“EDGAR”:
The Commission’s Electronic Data Gathering and Retrieval System.


 


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


 


“Element
LA Co-Lender Agreement”: With respect to the Element LA Whole Loan, the related co-lender agreement, dated as of [October
9], 2015, by and between the holder of the Element LA Mortgage Loan and the Element LA Companion Loan Holders, relating to
the relative rights of the holder of the Element LA Mortgage Loan and the Element LA Companion Loan Holders, as the same may be
amended from time to time in accordance with the terms thereof.


 


“Element
LA Note A-1A Companion Loan”: With respect to the Element LA Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Element LA Mortgage and designated as promissory note A-1A, which is not included in the Trust and
is pari passu in right of payment with the Element LA Mortgage Loan, the Element LA Note A-1B Companion Loan and the Element
LA Note A-2B Companion Loan to the extent set forth in the related Loan Documents and as provided in the Element LA Co-Lender Agreement.


 


“Element
LA Note A-1B Companion Loan”: With respect to the Element LA Whole Loan, the related promissory note made by the related
Mortgagor and secured by the


 






    	-42-



    	 



    

 


Element LA Mortgage and designated as promissory note A-1B, which is not included in the Trust and
is pari passu in right of payment with the Element LA Mortgage Loan, the Element LA Note A-1A and the Element LA Note A-2B
Companion Loan to the extent set forth in the related Loan Documents and as provided in the Element LA Co-Lender Agreement.


 


“Element
LA Note A-2B Companion Loan”: With respect to the Element LA Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Element LA Mortgage and designated as promissory note A-2B, which is not included in the Trust and
is pari passu in right of payment with the Element LA Mortgage Loan, the Element LA Note A-1A Companion Loan and the Element
LA Note A-1B Companion Loan to the extent set forth in the related Loan Documents and as provided in the Element LA Co-Lender Agreement.


 


“Element
LA Companion Loan”: Each of the Element LA Note A-1A Companion Loan, the Element LA Note A-1B Companion Loan and the
Element LA Note A-2B Companion Loan.


 


“Element
LA Companion Loan Holder”: A holder of an Element LA Companion Loan.


 


“Element
LA Companion Loan Securitization Date”: With respect to the Element LA Whole Loan, the first date on which any portion
of the promissory note A-1A is included in a securitization trust, provided that the Element LA Companion Loan Holder with respect
to the Element LA Note A-1A Companion Loan provides each of the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee (in each case only to the extent such party will not also be a party to the related Other Securitization Trust)
with notice in accordance with the terms of the related Co-Lender Agreement that the Element LA Note A-1A Companion Loan is to
be included in such Other Securitization Trust, which notice shall include contact information for the related Other Servicer,
the Other Special Servicer and the Other Trustee.


 


“Element
LA Mortgage”: The Mortgage securing the Element LA Mortgage Loan and the Element LA Companion Loans.


 


“Element
LA Mortgage Loan”: With respect to the Element LA Whole Loan, the Mortgage Loan included in the Trust and identified
on the Mortgage Loan Schedule as Element LA, which is designated as promissory note A-2A and is pari passu in right of payment
with the Element LA Companion Loans to the extent set forth in the related Loan Documents and as provided in the Element LA Co-Lender
Agreement.


 


“Element
LA Whole Loan”: The Element LA Mortgage Loan, together with the Element LA Companion Loans, each of which is secured
by the Element LA Mortgage. References herein to the Element LA Whole Loan shall be construed to refer to the aggregate indebtedness
secured under the Element LA Mortgage.


 


“Eligible
Account”: Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee and the Certificate Administrator), the long-term unsecured debt obligations (or short-term
unsecured debt obligations if the account holds funds for less than 30 days) or commercial paper of which


 






    	-43-



    	 



    

 


are rated at least “A2”
by Moody’s (or, if applicable, the short term rating is at least “P-1” by Moody’s) and “AA-”
by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository
institution or trust company are rated no less than “F1” by Fitch), (ii) an account or accounts maintained with
Wilmington Trust, National Association, Wells Fargo Bank, National Association or PNC Bank, National Association so long as Wilmington
Trust, National Association’s, Wells Fargo Bank, National Association’s or PNC Bank, National Association’s as
applicable, long-term unsecured debt rating or deposit account rating shall be at least “A2” by Moody’s and “A”
by Fitch (if the deposits are to be held in the account for more than 30 days) or Wilmington Trust, National Association’s,
Wells Fargo Bank, National Association’s or PNC Bank, National Association’s as applicable, short-term deposit account
or short-term unsecured debt rating shall be at least “P-1” by Moody’s and “F1” by Fitch (if the
deposits are to be held in the account for 30 days or less), (iii)  a segregated trust account or accounts maintained
with the corporate trust department of a federal or state chartered depository institution or trust company that, in either case,
has corporate trust powers, acting in its fiduciary capacity, the long-term unsecured debt obligations or deposit account rating
of such institution or trust company are rated at least “A2” by Moody’s and “A” by Fitch, is (in
the case of a state chartered depository institution or trust company) subject to regulations substantially similar to 12 C.F.R.
§9.10(b), and is subject to supervision or examination by federal and state authority, (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) - (iv) 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, or (v) such
other account or accounts not listed in clauses (i) - (iv) above with respect to which a Rating Agency Confirmation has
been obtained from each Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


“Eligible
Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a transaction rated
by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS and that has not been a special servicer or operating advisor
on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS 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 material factor in such rating action, (ii) that can and will make the representations
and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer, the Controlling
Class Representative, or an Affiliate of the Special Servicer or the Controlling Class Representative and (iv) that has not
been paid any fees, compensation or other remuneration by the Special Servicer or successor special servicer (x) in respect
of its obligations under this Agreement or (y) for the appointment or recommendation for replacement of a successor special
servicer to become the Special Servicer.


 


“Environmental
Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage
Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 






    	-44-



    	 



    

 


“ERISA Restricted
Certificate”: Any Class E, Class F or Class G Certificate; provided that any such Certificate: (a) will
cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions with
respect to ERISA Restricted Certificates contained in Section 5.03(m) of this Agreement if, as of the date of a proposed
transfer of such Certificate, either (i) it is rated in one of the four highest generic ratings categories by a Rating Agency
authorized by the U.S. Department of Labor or (ii) relevant provisions of ERISA would permit the transfer of such Certificate
to a Plan.


 


“Escrow Account”:
As defined in Section 3.04(b) of this Agreement.


 


“Escrow Payment”:
Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement
for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated
improvements and similar items in respect of the related Mortgaged Property.


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System, and its successors in interest.


 


“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan or related
REO Property (net of any related Liquidation Expenses and any amounts payable to a related Companion Loan Holder pursuant to the
Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment in full had been made, and
all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following the date
on which such proceeds were received. With respect to each Non-Serviced Whole Loan, Excess Liquidation Proceeds shall mean each
Non-Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined in accordance
with the applicable Other Pooling and Servicing Agreement that are received by the Trust.


 


“Excess Liquidation
Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(c) of this Agreement for the benefit of the Certificateholders, which (subject to any changes in the
identity of the Trustee or the Certificate Administrator) shall be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1, Excess Liquidation
Proceeds Reserve Account.” Any such account shall be an Eligible Account.


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
the sum of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment
of any of the terms of the related Mortgage Loan (or Serviced Whole Loan, if applicable), over (ii) all unpaid or unreimbursed
Advances and Additional Trust Fund Expenses (other than (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower
Delayed Reimbursements) outstanding or previously incurred with respect to the related Mortgage Loan (or Serviced Whole Loan, if
applicable) and reimbursed from such Modification


 






    	-45-



    	 



    

 


Fees (which such Additional Trust Fund Expenses shall 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 Special Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect
to the related Mortgage Loan (or Serviced Whole Loan, if applicable) or REO Property; provided that if the related Mortgage
Loan (or Serviced Whole Loan, if applicable) ceases being a Corrected Mortgage Loan, and is subject to a subsequent modification,
any Excess Modification Fees earned by the Special Servicer prior to such Mortgage Loan (or Serviced Whole Loan) ceasing to be
a Corrected Mortgage Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Mortgage Loan
(or Serviced Whole Loan) ceased to be a Corrected Mortgage 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 Mortgage Loan, the Special Servicer
shall 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 Loan or related REO Property (including in connection
with a repurchase, sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification
Fees earned and paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment shall
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 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) shall 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 Penalty
Charges”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect of such
Mortgage Loan (or Serviced Whole Loan, if applicable) during such Collection Period, over (ii) all unpaid or unreimbursed
Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder(s)) with respect to such Mortgage
Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Penalty Charges (which such Additional Trust Fund Expenses
shall be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) expenses
previously paid or reimbursed from Penalty Charges as described in the preceding clause (A), which expenses have been recovered
from the related Mortgagor or otherwise.


 


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment Interest
Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans and Companion Loans during the
related Prepayment Period exceed the Compensating Interest Payment.


 


“Excess Servicing
Fees”: With respect to each Mortgage Loan or Serviced Companion Loan (including if it is or is part of a Specially Serviced
Loan) or any successor REO


 






    	-46-



    	 



    

 


Mortgage Loan or successor REO Serviced Companion Loan, that portion of the Servicing Fee that accrues
at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Excess Servicing
Fee Rate”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), a rate per
annum equal to the Master Servicer’s interest in the Servicing Fee Rate (minus the applicable fee rate, if any, set forth
under the column labeled “Subservicing Fee Rate (%)” on the Mortgage Loan Schedule) minus 0.0025%; provided
that such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.04
of this Agreement (if no successor is appointed in accordance with Section 6.04 of this Agreement) or any termination
of the Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole
discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee)
that meets the requirements of Section 7.02 of this Agreement.


 


“Excess Servicing
Fee Right”: With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), the right
to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be
the owner of such Excess Servicing Fee Right.


 


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


 


“Exchange
Date”: As defined in Section 5.12(g) of this Agreement.


 


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


 


“Exchangeable
Distribution Account”: The trust account or subaccount of an Eligible Account created and maintained by the Certificate
Administrator pursuant to Section 3.05(f) of this Agreement for the benefit of the Holders of the Exchangeable Certificates,
which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “Wells Fargo
Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for
the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1,
Exchangeable Distribution Account.” Any such account shall be an Eligible Account. The Exchangeable Distribution Account
shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.


 


“Exchangeable
Proportion”: Class A-S, Class B and Class C Certificates that evidence equal Tranche Percentage Interests
in the related Class PEZ Regular Interests.


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Controlling Class Representative
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Loan. Promptly upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”, the
Controlling Class Certificateholder or Controlling Class Representative, as the case may be, shall provide notice in the form of
Exhibit M-1D hereto to


 






    	-47-



    	 



    

 


the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator, which such notice shall be physically delivered in accordance with Section 11.04 of this Agreement and shall
specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Loan.


 


“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, as applicable, is a Borrower Party. For the avoidance
of doubt, if a Mortgage Loan or a Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan also is
not an Excluded Loan.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information and reports solely relating to such
Mortgage Loan(s) or Whole Loan(s) and/or the related Mortgaged Properties, including, without limitation, any Asset Status Reports,
Final Asset Status Reports or summaries thereof, or any Appraisals, inspection reports (related to Specially Serviced Loans conducted
by the Special Servicer or the Excluded Special Servicer, as applicable), any Officer’s Certificates delivered by the Master
Servicer, the Special Servicer (or the Excluded Special Servicer, as applicable) or the Trustee pursuant to Section 3.20(d)
or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination
of the Special Servicer’s or the Excluded Special Servicer’s, as applicable, net present value calculation, any Appraisal
Reduction Amount calculations, environmental assessments, seismic reports and property condition reports and such other information
and reports designated as Excluded Information (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) by the Master Servicer, the Special Servicer or the
Excluded Special Servicer, as applicable, or the Operating Advisor, as the case may be. 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 Controlling Class Loan) shall not be considered “Excluded Information”. All Excluded
Information shall be provided pursuant to Section 4.02.


 


“Excluded
Loan”: A Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative
or the holders of more than 50% of the Controlling Class (by Certificate Principal Amount) is (are) a Borrower Party. For the avoidance
of doubt, any Excluded Loan is also an Excluded Controlling Class Loan.


 


“Excluded
Special Servicer”: With respect to any Excluded Special Servicer Loan, a successor special servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this Agreement.


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information and reports solely
relating to such Excluded Special Servicer Loan(s) and/or the related Mortgaged Properties, including, without limitation, any
Asset Status Reports, Final Asset Status Reports or summaries thereof, or any Appraisals, inspection reports (related to Specially
Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer, as applicable), any Officer’s Certificates
delivered by the Master Servicer, the Special Servicer (or the Excluded Special Servicer, as applicable) or the Trustee pursuant
to


 






    	-48-



    	 



    

 


Section 3.20(d) or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor
Annual Reports (provided that the Special Servicer or the Excluded Special Servicer, as applicable, shall be entitled to access
and view any Operating Advisor Annual Report relating to itself, even if such report also includes information about any Excluded
Special Servicer Loan), any determination of the Special Servicer’s or the Excluded Special Servicer’s, as applicable,
net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property
condition reports and such other information and reports designated as Excluded Special Servicer Information (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)
by the Master Servicer, the Special Servicer or the Excluded Special Servicer, as applicable, or the Operating Advisor, as the
case may be. 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 Whole Loan with respect to which, as of any date of determination, the Special
Servicer has obtained knowledge that it has become a Borrower Party.


 


“FATCA Investor
Information”: With respect to any Holder, information sufficient to eliminate the imposition of, or determine the amount
of, FATCA Withholding Tax.


 


“FATCA Provisions”:
Sections 1471 through 1474 of the Code (or any amended or successor version) and any current or future regulations or official
interpretations thereof.


 


“FATCA Withholding
Tax”: Any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed
pursuant to the FATCA Provisions.


 


“FDIC”:
The Federal Deposit Insurance Corporation, and its successors in interest.


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other
data or supporting information provided by the Special Servicer to the Operating Advisor, the Controlling Class Representative,
or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include
any communication (other than the related Asset Status Report) between the Special Servicer and the Controlling Class Representative
and/or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), with respect to such Specially
Serviced Loan or Serviced Whole Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status
Report unless, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative (other
than with respect to the Element LA Whole Loan) or the Element LA Companion Loan Holder with respect to the Element LA Note A-1A
Companion Loan (with respect to the Element LA Whole Loan) 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 this 


 






    	-49-



    	 



    

 


Agreement or
has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the
Special Servicer in accordance with this Agreement.


 


“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan
or REO Mortgage Loan, as the case may be, a determination that there has been a receipt of all of the Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries that the Special Servicer, or the applicable Other
Special Servicer with respect to each Non-Serviced Mortgage Loan that is a “Specially Serviced Loan” (as such term
or any analogous term is defined in the applicable Other Pooling and Servicing Agreement) or any related REO Property, has determined
in accordance with the Servicing Standard would ultimately be recoverable; provided that with respect to each Non-Serviced Mortgage
Loan, the Final Recovery Determination shall be made by the applicable Other Special Servicer in accordance with the applicable
Other Pooling and Servicing Agreement.


 


“FIRREA”:
The Financial Institutions Reform, Recovery and Enforcement Act, as it may be amended from time to time.


 


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


 


“Form 8-K
Disclosure Information”: As defined in Section 10.06 of this Agreement.


 


“Global Certificates”:
Any Certificate registered in the name of the Depository or its nominee.


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust”
under the Grantor Trust Provisions, 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, beneficial
ownership of which is represented by the Exchangeable Certificates, as further described in this Agreement.


 


“Grantor
Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


 


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.


 


“GSMC”:
Goldman Sachs Mortgage Company, a New York limited partnership, and its successors in interest.


 






    	-50-



    	 



    

 


“GSMC Loan
Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of November 1, 2015, by and between GSMC and the
Depositor.


 


“Glenbrook
Square Co-Lender Agreement”: With respect to the Glenbrook Square Whole Loan, the related co-lender agreement, dated
as of December 1, 2015, by and between the holder of the Glenbrook Square Mortgage Loan and the Glenbrook Square Companion
Loan Holder, relating to the relative rights of the holder of the Glenbrook Square Mortgage Loan and the Glenbrook Square Companion
Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.


 


“Glenbrook
Square Companion Loan”: With respect to the Glenbrook Square Whole Loan, the related promissory note made by the related
Mortgagor and secured by the Glenbrook Square Mortgage and designated as promissory note A-2, respectively, which is not included
in the Trust and is pari passu in right of payment with the Glenbrook Square Mortgage Loan to the extent set forth in the
related Loan Documents and as provided in the Glenbrook Square Co-Lender Agreement.


 


“Glenbrook
Square Companion Loan Holder”: The holder of the Glenbrook Square Companion Loan.


 


“Glenbrook
Square Mortgage”: The Mortgage securing the Glenbrook Square Mortgage Loan and the Glenbrook Square Companion Loan.


 


“Glenbrook
Square Mortgage Loan”: With respect to the Glenbrook Square Whole Loan, the Mortgage Loan included in the Trust and identified
on the Mortgage Loan Schedule as Glenbrook Square, which is designated as promissory note A-1 and is pari passu in right
of payment with the Glenbrook Square Companion Loan to the extent set forth in the related Loan Documents and as provided in the
Glenbrook Square Co-Lender Agreement.


 


“Glenbrook
Square Whole Loan”: The Glenbrook Square Mortgage Loan, together with the Glenbrook Square Companion Loan, each of which
is secured by the Glenbrook Square Mortgage. References herein to the Glenbrook Square Whole Loan shall be construed to refer to
the aggregate indebtedness secured under the Glenbrook Square Mortgage.


 


“GSA Portfolio
Co-Lender Agreement”: With respect to the GSA Portfolio Whole Loan, the related co-lender agreement, dated as of December
1, 2015, by and between the holder of the GSA Portfolio Mortgage Loan and the GSA Portfolio Companion Loan Holder, relating
to the relative rights of the holder of the GSA Portfolio Mortgage Loan and the GSA Portfolio Companion Loan Holder, as the same
may be amended from time to time in accordance with the terms thereof.


 


“GSA Portfolio
Companion Loan”: With respect to the GSA Portfolio Whole Loan, the related promissory note made by the related Mortgagor
and secured by the GSA Portfolio Mortgage and designated as promissory note A-2, respectively, which is not included in the Trust
and is pari passu in right of payment with the GSA Portfolio Mortgage Loan to the extent set forth in the related Loan Documents
and as provided in the GSA Portfolio Co-Lender Agreement.


 






    	-51-



    	 



    

 


“GSA Portfolio
Companion Loan Holder”: The holder of the GSA Portfolio Companion Loan.


 


“GSA Portfolio
Mortgage”: The Mortgage securing the GSA Portfolio Mortgage Loan and the GSA Portfolio Companion Loan.


 


“GSA Portfolio
Mortgage Loan”: With respect to the GSA Portfolio Whole Loan, the Mortgage Loan included in the Trust and identified
on the Mortgage Loan Schedule as GSA Portfolio, which is designated as promissory note A-1 and is pari passu in right of
payment with the GSA Portfolio Companion Loan to the extent set forth in the related Loan Documents and as provided in the GSA
Portfolio Co-Lender Agreement.


 


“GSA Portfolio
Whole Loan”: The GSA Portfolio Mortgage Loan, together with the GSA Portfolio Companion Loan, each of which is secured
by the GSA Portfolio Mortgage. References herein to the GSA Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness
secured under the GSA Portfolio Mortgage.


 


“Hammons
Hotel Portfolio Co-Lender Agreement”: With respect to the Hammons Hotel Portfolio Whole Loan, the related co-lender agreement,
dated as of September 1, 2015, by and between the holder of the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel
Portfolio Companion Loan Holders, relating to the relative rights of the holder of the Hammons Hotel Portfolio Mortgage Loan and
the Hammons Hotel Portfolio Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“Hammons
Hotel Portfolio Companion Loan”: With respect to the Hammons Hotel Portfolio Whole Loan, each of the related promissory
notes made by the related Mortgagor and secured by the Hammons Hotel Portfolio Mortgage and designated as promissory notes A-1,
A-2 and A-4, respectively, which are not included in the Trust and are pari passu in right of payment with the Hammons Hotel
Portfolio Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Hammons Hotel Portfolio Co-Lender
Agreement.


 


“Hammons
Hotel Portfolio Companion Loan Holder”: The holder of any Hammons Hotel Portfolio Companion Loan.


 


“Hammons
Hotel Portfolio Mortgage”: The Mortgage securing the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio
Companion Loans.


 


“Hammons
Hotel Portfolio Mortgage Loan”: With respect to the Hammons Hotel Portfolio Whole Loan, the Mortgage Loan included in
the Trust and identified on the Mortgage Loan Schedule as Hammons Hotel Portfolio, which is designated as promissory note A-3 and
is pari passu in right of payment with the Hammons Hotel Portfolio Companion Loans to the extent set forth in the related
Loan Documents and as provided in the Hammons Hotel Portfolio Co-Lender Agreement.


 


“Hammons
Hotel Portfolio Pooling and Servicing Agreement”: The Other Pooling and Servicing Agreement, dated as of September 1,
2015, among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master


 






    	-52-



    	 



    

 


servicer,
LNR Partners, LLC, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Citibank, N.A., as certificate administrator
and Situs Holdings, LLC, as operating advisor, governing the creation of the Hammons Hotel Portfolio Securitization Trust and the
issuance of securities backed by the assets of such Hammons Hotel Portfolio Securitization Trust.


 


“Hammons
Hotel Portfolio Securitization Trust”: The Citigroup Commercial Mortgage Trust 2015-GC33, which holds the Hammons Hotel
Portfolio Companion Loan designated as promissory note A-1.


 


“Hammons
Hotel Portfolio Whole Loan”: The Hammons Hotel Portfolio Mortgage Loan, together with the Hammons Hotel Portfolio Companion
Loans, each of which is secured by the Hammons Hotel Portfolio Mortgage. References herein to the Hammons Hotel Portfolio Whole
Loan shall be construed to refer to the aggregate indebtedness secured under the Hammons Hotel Portfolio Mortgage.


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq., or any other environmental laws now or hereafter existing, 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.


 


“Holder”:
With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest or Class PEZ Regular
Interest, the Trustee for the benefit of the Certificateholders.


 


“Indemnified
Party”: As defined in Section 8.05(c) or Section 11.13(d), as applicable, of this Agreement,
as the context requires.


 


“Indemnifying
Party”: As defined in Section 8.05(c) or Section 11.13(d), as applicable, of this Agreement,
as the context requires.


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any
material indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the
Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Mortgagor, any
Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, and (ii) is
not connected with any such Person 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 Mortgage Loan Sellers,
the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor,
the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative)
or any Affiliate thereof merely because such Person is (A) compensated for


 






    	-53-



    	 



    

 


services by, or (B) the beneficial owner of
1% or less of any class of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the
Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any Mortgagor, the
Companion Loan Holder or any Affiliate thereof, as the case may be, provided that such ownership constitutes less than 1%
of the total assets owned by such Person.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except
that the ownership tests 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 or 35% or more of the aggregate value of all Classes of Certificates), provided that such
Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC
is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master
Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master
Servicer, the Trustee and the Certificate Administrator has been delivered to the Trustee and the Certificate Administrator to
that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer,
on behalf of itself, the Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor) 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 Code Section 860G(a)(8)
(determined without regard to the exception applicable for purposes of Code Section 860D(a)) or cause any income realized
in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise
so qualify).


 


“Initial
Purchasers”: Goldman, Sachs & Co., Cantor Fitzgerald & Co. and Drexel Hamilton, LLC.


 


“Inquiries”:
As defined in Section 4.02(a) of this Agreement.


 


“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 Securities Act or any entity in which all of the equity owners come
within such paragraphs.


 


“Insurance
Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage
Loan (including any amounts paid by the Master Servicer pursuant to Section 3.07 of this Agreement). In the case of
any Non-Serviced Mortgage Loan, “Insurance Proceeds” means any portion of such proceeds received by the Trust Fund
in connection with the related Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 






    	-54-



    	 



    

 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates (other than the Class X
Certificates) and any Class PEZ Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued
at the Pass-Through Rate for such Class or Class PEZ Regular Interest on the related Certificate Principal Amount outstanding
immediately prior to such Distribution Date. With respect to any Distribution Date and a Class of the Class X Certificates,
an amount equal to the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the respective
Components for such Class for such Interest Accrual Period. Calculations of interest due in respect of the Regular Certificates
and the Class PEZ Regular Interests shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


“Interest
Accrual Period”: With respect to any Distribution Date and any Class of Regular Certificates and any Class PEZ
Regular Interest, the calendar month preceding the month in which such Distribution Date occurs. Each Interest Accrual Period with
respect to each Class of Regular Certificates and the Class PEZ Regular Interests is assumed to consist of 30 days.


 


“Interest
Distribution Amount”: With respect to any Distribution Date and with respect to each Class of Regular Certificates
and each Class PEZ Regular Interest, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect
to such Class or Class PEZ Regular Interest for such Distribution Date and (ii) the Interest Shortfall, if any,
with respect to such Class or Class PEZ Regular Interest for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class or Class PEZ Regular Interest on such Distribution Date pursuant to Section 4.01(j).


 


“Interest
Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to
Section 3.23 of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator)
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2015-GS1, Interest Reserve Account” and which shall be an Eligible Account.


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates and any Class PEZ Regular
Interest, the sum of (a) the portion, of the Interest Distribution Amount for such Class or Class PEZ Regular Interest
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 a Class of the Class X Certificates, one month’s interest on that amount
remaining unpaid at the Pass-Through Rate applicable to such Class or Class PEZ Regular Interest for the current Distribution
Date, and (ii) in the case of a Class of the Class X Certificates, one month’s interest on that amount remaining
unpaid at the WAC Rate for such Distribution Date.


 


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Certificate Administrator, the Controlling Class Representative, any Mortgage Loan Seller, any Mortgagor, any
holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor


 






    	-55-



    	 



    

 


engaged by the Special Servicer
pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer of the Trustee or
the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted Serviced Whole
Loan, the applicable Other Depositor, the applicable Other Master Servicer, the applicable Other Special Servicer (or any independent
contractor engaged by such Other Special Servicer), or the applicable Other Trustee, the related Companion Loan Holder or its Companion
Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer of the
Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.


 


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


 


“Investment
Account”: As defined in Section 3.07(a) of this Agreement.


 


“Investment
Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof,
the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate
thereof, as applicable, or any Person on whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer or any
Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the
Trustee or any Affiliate thereof, as applicable, has discretion in connection with Investments.


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, the Controlling
Class Representative to the extent the Controlling Class Representative is not a Certificateholder, a Beneficial Owner or a prospective
purchaser of a Certificate (or any investment advisor or manager of the foregoing), a Companion Loan Holder or a Companion Loan
Holder Representative and that (i) for purposes of obtaining certain information and notices (including access to information
and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) (1) such Person is not a Borrower
Party, or (2) such Person is a Borrower Party (in which case, (i) if such Person is the Controlling Class Representative or a Controlling
Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders
hereunder other than Excluded Information or (ii) if such Person is neither the Controlling Class Representative nor a Controlling
Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by the Certificate
Administrator) and (B) except in the case of a prospective purchaser of a Certificate, a Companion Loan Holder or a Companion
Loan Holder Representative, such Person has received a copy of the Prospectus Supplement and the Prospectus, substantially in the
form of Exhibit M-1A, Exhibit M-1B, or Exhibit M-1C to this Agreement or in the form of an
electronic certification contained on the Certificate Administrator’s Website and/or (ii) for purposes of exercising
Voting Rights (which does not


 






    	-56-



    	 



    

 


apply to a prospective purchaser of a Certificate, a Companion Loan Holder or a Companion Loan Holder
Representative), (A) (1) such Person is not a Borrower Party or (2) such Person is a Borrower Party as to any identified Excluded
Controlling Class Loan, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing, (C) such Person has received
a copy of the Prospectus Supplement and the Prospectus, substantially in the form of Exhibit M-2A or Exhibit M-2B
to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website or the
Master Servicer’s website and (D) such Person agrees to keep any Privileged Information confidential and will not violate
any securities laws; provided that, for purposes of clause (ii), if such Person is an Affiliate of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, such certification
shall indicate whether an Affiliate Ethical Wall exists between it and the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Operating Advisor, as applicable. The Certificate Administrator may require that
Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. A holder of a mezzanine
loan will be considered an Affiliate of a Mortgagor with respect to the related Mortgage Loan upon the occurrence of an event that
would permit acceleration of the mezzanine loan. The Certificate Administrator may require that Investor Certifications be re-submitted
from time to time in accordance with its policies and procedures and will be required to restrict access to the Certificate Administrator’s
Website to a mezzanine lender upon notice from the Special Servicer pursuant to this Agreement that an event of default has occurred
under such mezzanine loan. The Special Servicer, to the extent it has actual knowledge, shall promptly give notice to the Certificate
Administrator that an event of default under a mezzanine loan has occurred in the form of Exhibit GG attached hereto
or such other form as may be mutually agreed to by the Special Servicer and the Certificate Administrator. For the avoidance of
doubt if a Borrower Party is the Controlling Class Representative or a Controlling Class Certificateholder, such Person (A) shall
be prohibited from accessing the Excluded Information solely with respect to the related Excluded Controlling Class Loan and (B)
shall not be permitted to exercise Voting Rights solely with respect to the related Excluded Controlling Class Loan.


 


“Investor
Q&A Forum”: As defined in Section 4.02(a) of this Agreement.


 


“Investor
Registry”: As defined in Section 4.02(a) of this Agreement.


 


“IRS”:
The Internal Revenue Service.


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan (or Serviced Whole Loan), any of the following events: (i) such Mortgage
Loan (or Serviced Whole Loan) is paid in


 






    	-57-



    	 



    

 


full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan
(or Serviced Whole Loan); (iii) such Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller
pursuant to Section 6 of the related Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise acquired
by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates or
the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such Mortgage Loan (or Serviced
Whole Loan) is purchased by the holder of a mezzanine loan or a Serviced Companion Loan pursuant to the related intercreditor,
co-lender or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent
domain or condemnation; (vii) such Mortgage Loan (or Serviced Whole Loan) is purchased by another party in accordance with
Section 3.17 of this Agreement; or (viii) in the case of a Non-Serviced Mortgage Loan, such Mortgage Loan is liquidated
by any party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Other Pooling
and Servicing Agreement and/or the related Co-Lender Agreement. With respect to any REO Property (and the related REO Mortgage
Loan or REO Companion Loan), any of the following events: (i) a Final Recovery Determination is made with respect to such
REO Property; (ii) such REO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer, Holders
of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01
of this Agreement; (iii) the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain
or condemnation; (iv) such REO Property is purchased by the holder of a mezzanine loan pursuant to the related intercreditor
agreement; or (v) such REO Property is purchased by another party in accordance with Section 3.17 of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property
acquired in respect thereof or final payoff of a Corrected Mortgage Loan (including, without limitation, legal fees and expenses,
committee or referee fees and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or
Mortgaged Property).


 


“Liquidation
Fee”: With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff
(or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from
the related Mortgagor and, except as otherwise described below, with respect to any Mortgage Loan (or Serviced Whole Loan) repurchased
or substituted as contemplated by Section 2.03 of this Agreement, any Specially Serviced Loan or any REO Property as
to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated
by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such
payoff or proceeds that represents Penalty Charges); provided that the Liquidation Fee with respect to any related Specially
Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related
Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification
Fees” in this Agreement, 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 the preceding proviso with respect to the offset of


 






    	-58-



    	 



    

 


Excess
Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000; provided, further,
that (a) the Liquidation Fee shall be zero with respect to any Mortgage Loan or Serviced Whole Loan or any Mortgaged Property
purchased or repurchased pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event
(unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for such
Mortgage Loan until after more than 90 days following its receipt of notice or discovery of a Material Breach or Material
Defect, and (B) clause (v), the mezzanine loan holder or holder of a Companion Loan does not purchase such Mortgage Loan
or Serviced Whole Loan within 90 days of when such holder’s first purchase option first becomes exercisable under the
related intercreditor agreement or Co-Lender Agreement, as applicable, (provided, however, if such Specially Serviced Loan
becomes a Corrected Loan, then upon the occurrence of a subsequent purchase option event, a new 90 day period will commence and
no Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with any such purchase of
such Specially Serviced Loan during such new 90 day period)) or pursuant to clauses (ii) or (iv) of the second sentence
of such definition (unless with respect to clause (iv), the mezzanine loan holder or holder of a Companion Loan does not purchase
such REO Property within 90 days of when such holder’s first purchase option first becomes exercisable under the related
intercreditor agreement or Co-Lender Agreement, as applicable) and (b) the Liquidation Fee with respect to each Mortgage Loan
or REO Mortgage Loan repurchased or substituted for after more than 90 days following the Mortgage Loan Seller’s receipt
of notice or discovery of a Material Breach or Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding
principal balance of such Mortgage Loan or REO Mortgage Loan; provided, further that if a Mortgage Loan or Serviced
Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of “Specially
Serviced Loan” as a result of a payment default at maturity and the related payment or proceeds are received within 90 days
following the related maturity date in connection with the full and final payoff or refinancing of the related Mortgage Loan or
Serviced Whole Loan, the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate
fees from the related Mortgagor in connection with such liquidation.


 


“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 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”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with a Liquidation
Event.


 


“Loan Agreement”:
With respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related originator(s) and the
Mortgagor, pursuant to which such Mortgage Loan or Serviced Whole Loan, as applicable, was made.


 


“Loan Documents”:
With respect to any Mortgage Loan or Serviced Whole Loan, the documents executed or delivered in connection with the origination
or any subsequent


 






    	-59-



    	 



    

 


modification of such Mortgage Loan or Serviced Whole Loan or subsequently added to the related Mortgage File.


 


“Loan Number”:
With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor
or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


 


“Loan Purchase
Agreement”: The GSMC Loan Purchase Agreement and/or the CCRE Loan Purchase Agreement, as applicable.


 


“Loan-to-Value
Ratio”: With respect to any Mortgage Loan or Whole Loan, as of any date of determination, the fraction, expressed as
a percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Whole Loan, as applicable, and
the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.


 


“Lock-Box
Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating
to a Mortgage Loan or Serviced Whole Loan to receive rental or other income generated by the Mortgaged Property. Any Lock-Box Account
shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or
gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07
of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.


 


“Lock-Box
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the lock-box or other similar agreement, if any,
between the related originator(s) and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.


 


“Lower-Tier
Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2015-GS1, Lower-Tier Distribution Account” and which must be an Eligible Account. The Lower-Tier
Distribution Account shall be an asset of the Lower-Tier REMIC.


 


“Lower-Tier
Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the Original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in
respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement,
and shall be further reduced on such Distribution Date by all Realized Losses


 






    	-60-



    	 



    

 


deemed to have been allocated thereto on such Distribution
Date pursuant to Section 4.01(e) of this Agreement, and increased on any Distribution Date (as and to the extent provided
in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement), such that at all times the
Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal Amount of the Corresponding
Certificates.


 


“Lower-Tier
Regular Interests”: The Class LA-1, Class LA-2, Class LA-3, Class LA-AB, Class LA-S, Class LB,
Class LC, Class LD, Class LE, Class LF and Class LG Interests.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans, any related REO Property (or
a beneficial interest in the applicable portion of the “REO Property” under the applicable Other Pooling and Servicing
Agreement related to any Non-Serviced Mortgage Loan) acquired in respect thereof and all proceeds of such REO Property, other property
of the Trust Fund related thereto and amounts held in respect thereof from time to time in the Collection Account, any Serviced
Whole Loan Custodial Account, the Interest Reserve Account and the related REO Account; and amounts held from time to time in the
Lower-Tier Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding amounts allocable to
the Companion Loans and any interest or other income earned on such amounts allocable to the Companion Loans.


 


“Lower-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Lower-Tier REMIC and evidenced by the Class R Certificates.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
Collectively:


 


(a)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Mortgage Loans and/or Serviced Whole Loan as come into and continue in default;


 


(b)         
any modification, consent to a modification or waiver of a monetary term (other than Penalty Charges which the Master Servicer
or the Special Servicer, as applicable, is permitted to waive pursuant to Section 3.03(a) of this Agreement) or material
non-monetary term (including, without limitation, (i) a modification of the type of defeasance collateral required under the related
Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would
be permitted, (ii) a modification that would permit a principal prepayment instead of defeasance if the related Loan Documents
do not otherwise permit such principal prepayment and (iii) a modification with respect to 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 any Mortgage Loan or Serviced Whole Loan;


 






    	-61-



    	 



    

 


(c)          
any sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund)
for less than the applicable Purchase Price;


 


(d)          
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


 


(e)          
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;


 


(f)          
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan
or Serviced Whole Loan or, 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;


 


(g)         
any property management company changes or franchise changes (in each case, to the extent the lender is required to consent
or approve under the Loan Documents);


 


(h)          
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 Serviced Whole Loan and for
which there is no lender discretion;


 


(i)          
any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor
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;


 


(j)         
 the determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially
Serviced Loan”;


 


(k)         
following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any acceleration of such
Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the
related Loan Documents or with respect to the related Mortgagor or Mortgaged Property;


 


(l)          
any modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine
lender or subordinate


 






    	-62-



    	 



    

 


debt 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;


 


(m)           any determination of an Acceptable Insurance Default;


 


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


 


(o)          
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.


 


“Manager”:
With respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.


 


“Master Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest,
or any successor Master Servicer appointed as herein provided.


 


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


 


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


 


“Material
Breach”: As defined in Section 2.03(a) of this Agreement.


 


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


 


“Maturity
Date”: With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect
to each Companion Loan, the Maturity Date for the related Mortgage Loan.


 


“Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable,
any and all fees collected from the related Mortgagor with respect to a modification, extension, waiver or amendment that modifies,
extends, amends or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer
or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application fees and (b) any
fee in connection with a defeasance of such Mortgage Loan (or Serviced Whole Loan).


 


“Modified
Asset”: Any Mortgage Loan or any Serviced Whole Loan as to which any Servicing Transfer Event has occurred and which
has been modified by the Special Servicer pursuant to Section 3.24 of this Agreement in a manner that:


 






    	-63-



    	 



    

 


(a)          affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing
Monthly Payments current with respect to such Mortgage Loan or Serviced Whole Loan);


 


(b)          except as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage
on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery
of substitute real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of
the property to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor
and upon which the Special Servicer may conclusively rely); or


 


(c)          in the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Mortgage
Loan or Serviced Whole Loan or materially reduces the likelihood of timely payment of amounts due thereon.


 


“Monthly
Payment”: With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan
or REO Serviced Companion Loan) and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related
Mortgage Loan Rate, which is payable by the related Mortgagor on such Due Date under the related Note or Notes. The Monthly Payment
with respect to (i) an REO Mortgage Loan or REO Serviced Companion Loan, or (ii) any Mortgage Loan or Serviced Companion
Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an
extension, is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been
discharged or the related Maturity Date had not been reached, as the case may be, determined as set forth in the preceding sentence
and on the assumption that all other amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced Whole
Loan is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan.


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation resulting
from any acquisition by Morningstar, Inc. or other similar entity of Morningstar Credit Ratings, LLC.


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Serviced Whole Loan.


 






    	-64-



    	 



    

 


“Mortgage
File”: With respect to any Mortgage Loan or the related Serviced Whole Loan, subject to Section 2.01(b),
collectively the following documents:


 


(1)         
(A) the original executed Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express
or implied) to the order of “Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1” or in blank,
and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage
Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy
of such Note), and (B) in the case of a Serviced Whole Loan, a copy of the executed Note for the related Companion Loan;


 


(2)         
an original or copy of the Mortgage, together with originals or copies of 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;


 


(3)         
an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together
with originals or copies of 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;


 


(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 “Wilmington Trust, National Association, as
Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2015-GS1 [and the holder of the related Companion Loan, as their interests may appear]” or a copy
of such assignment (if the related 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 “Wilmington
Trust, National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 [and the holder of the related Companion Loan, as their interests
may appear]”;


 


(6)         
originals or copies of final written modification agreements in those instances where the terms or provisions of the Note
for such Mortgage Loan (or, if applicable, any Note of a Serviced Whole 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;


 






    	-65-



    	 



    

 


(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;


 


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


 


(11)          
an original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related
Serviced Whole Loan, if any;


 


(12)          
an original or copy of the environmental indemnity from the related Mortgagor, if any;


 


(13)          
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;


 


(14)          
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 (5)), in favor of “Wilmington Trust, National Association,
not in its individual capacity but solely as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation
II, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 [and the holder of the related Companion Loan, as their
interests may appear]”;


 


(15)          
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 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);


 


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


 


(17)          
an original or copy of any related environmental insurance policy;


 






    	-66-



    	 



    

 


(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 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 (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in
the Mortgage File within the time period set forth in the last paragraph of Section 2.01(b)) 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, whenever the term
“Mortgage File” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed
thereby, such term shall not be deemed to include such documents and instruments required to be included therein unless they are
actually so received.


 


Notwithstanding anything
to the contrary contained herein, with respect to each Non-Serviced Mortgage Loan, the preceding document delivery requirements
with respect to clauses (2) through (20) above shall be met by the delivery by the applicable Mortgage Loan Seller to the
Custodian of a copy of each of the documents specified above unless Wells Fargo Bank, National Association is the custodian of
such Non-Serviced Mortgage Loan, in which case the Mortgage Loan Seller shall only provide the documents specified in clause (1),
except that any assignments in favor of the Trustee referenced above will instead be in favor of the applicable Other Trustee.


 


Notwithstanding any
contrary provision set forth above, in connection with the Element LA Whole Loan (1) instruments of assignment may be in blank
and need not be recorded pursuant to this Agreement until the earlier of (i) the Element LA Companion Loan Securitization Date,
if such instruments are required to be assigned and recorded pursuant to the related Other Pooling and Servicing Agreement, (ii)
the Element LA Whole Loan becoming a Specially Serviced Mortgage Loan, (iii) in the case of an assignment of a letter of credit,
such time, if any, as any such letter of credit is required to be drawn upon by the Master Servicer and (iv) the expiration of
180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with the provisions
relating to Serviced Whole Loans until the occurrence, if any, of the Element LA Companion Loan Securitization Date, and (2) following
the Element LA Companion Loan Securitization Date, the Person selling the related Companion Loan to the related Other Depositor,
at its own expense, will be (a) entitled to direct the Trustee or Custodian to deliver the originals of all mortgage loan documents
in its possession (other than the promissory note evidencing the Element LA Mortgage Loan and any allonges thereto) to the related
Other Trustee or custodian therefor, (b) if the right under


 






    	-67-



    	 



    

 


clause (a) is exercised, required to cause the retention by or
delivery to the Trustee or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other
custodian, (c) if instruments of assignment have not been recorded pursuant to this Agreement, entitled to cause the completion
and recordation of instruments of assignment in the name of such Other Trustee or other custodian, and (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.


 


“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee on behalf of the Trust pursuant to Section 2.01
and from time to time held in the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified
on the Mortgage Loan Schedule as of the Cut-Off Date. Such term shall include any Specially Serviced Loan, REO Mortgage Loan or
defeased Mortgage Loan and each Non-Serviced Mortgage Loan but not the Companion Loans.


 


“Mortgage
Loan Rate”: With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including
an REO Serviced Companion Loan), the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan
or REO Companion Loan, is deemed to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in
the related Note or Co-Lender Agreement, in each case without giving effect to the Default Rate with respect to any Mortgage Loan
or any related note(s) held by any Companion Loan Holder, as the case may be.


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as
Exhibit B, which list shall set forth the following information with respect to each Mortgage Loan:


 


(i)            
the Loan Number;


 


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


 


(iii)          
the Cut-Off Date Balance;


 


(iv)          
the original Mortgage Loan Rate;


 


(v)           
the (A) remaining term to stated maturity and (B) Stated Maturity Date;


 


(vi)          
in the case of a Balloon Mortgage Loan, the remaining amortization term;


 


(vii)          the Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the
Servicing Fee Rate, and in the case of a Serviced Whole Loan, separately identifying the Servicing Fee Rate applicable to the
related Serviced Companion Loan in such Serviced Whole Loan, and in the case of a Non-Serviced Mortgage Loan, separately identifying
the primary servicing fee rate payable to the applicable Other Master Servicer);


 






    	-68-



    	 



    

 


(viii)         the Mortgage Loan Seller(s);


 


(ix)           whether the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to; and


 


(x)           
whether such Mortgage Loan is part of a Serviced Whole Loan, in which case the information required by clauses (iii),
(iv), (v) and (vi) above shall also be set forth for the Companion Loan in the related 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 Mortgage Loan Schedule.


 





“Mortgage
Loan Seller”: Each of GSMC and CCRE, and their respective successors in interest.


 


“Mortgage
Loan Seller Sub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as
listed on Exhibit S to this Agreement, or any successor thereto.


 


“Mortgage
Pool”: All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include
the Companion Loans or any related REO Companion Loans.


 


“Mortgaged
Property”: The underlying property securing a Mortgage Loan and the related Companion Loan, including any REO Property
(including with respect to a Non-Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage
Loans and the related Companion Loans, a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate
in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together
with any personal property, fixtures, leases and other property or rights pertaining thereto.


 


“Mortgagor”:
The obligor or obligors on a Note and the related note(s) in favor of a Companion Loan Holder(s), including, without limitation,
any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under such Note
and the related note(s) in favor of a Companion Loan Holder(s).


 


“Mortgagor
Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“Net Condemnation
Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including
an REO Mortgage Loan or REO Serviced Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto
and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property.


 


“Net Insurance
Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents
included in the Mortgage File or in accordance with the Servicing Standard, or with


 






    	-69-



    	 



    

 


respect to the environmental insurance policy,
applied to pay any costs, expenses, penalties, fines or similar items.


 


“Net Liquidation
Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Whole Loan (including an REO
Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.


 


“Net Mortgage
Loan Rate”: With respect to any Mortgage Loan (including any REO Mortgage Loan), a per annum rate equal to the
Mortgage Loan Rate for such Mortgage Loan minus the related Administrative Cost Rate. Notwithstanding the foregoing, if any Mortgage
Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, for purposes of calculating
Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of such Mortgage Loan for any one-month period preceding a related
Due Date shall 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 produce the aggregate amount of interest actually accrued (exclusive
of Default Interest) in respect of such Mortgage Loan during such one-month period at a per annum rate equal to the related
Mortgage Loan Rate minus the related Administrative Cost Rate; provided, however, that, for purposes of calculating
Pass-Through Rates and the WAC Rate, with respect to each Mortgage Loan that accrues interest on the basis of a 360-day year and
the actual number of days during each one-month interest accrual period, (i) the Net Mortgage Loan Rate for the one-month
period preceding the Due Dates in January and February in any year which is not a leap year and in February in any year
which is a leap year (unless, in either case, the related Distribution Date is the final Distribution Date), shall be determined
net of any Withheld Amounts and (ii) the Net Mortgage Loan Rate for the one-month period preceding the Due Date in March shall
be determined taking into account the addition of any such Withheld Amounts. Also notwithstanding the foregoing, for purposes of
calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of any Mortgage Loan shall be determined without regard
to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the Special Servicer or an Other
Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor, and without
regard to the related Mortgaged Property becoming an REO Property.


 


“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 CREFC®.


 


“Net REO
Proceeds”: With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds with
respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof) net
of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.16(b) of this Agreement.


 


“New Lease”:
Any lease of REO Property entered into on behalf of the Trust Fund, including any lease renewed or extended on behalf of the Trust
Fund, if the Trust Fund has the right to renegotiate the terms of such lease.


 






    	-70-



    	 



    

 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts
shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified
in Sections 3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable
Property Advance, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late collections or any other recovery
on or in respect of the related Mortgage Loan or Serviced Whole Loan or REO Mortgage Loan or REO Whole Loan, or (b) has determined
that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been
reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from
the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect
of such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or
the Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or
will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any
other recovery on or in respect of such Mortgage Loan or a related REO Mortgage Loan, as the case may be.


 


“Nonrecoverable
Property Advance”: Any Property Advance previously made or proposed to be made in respect of a Mortgage Loan, Whole Loan
or REO Property by the Master Servicer or the Trustee, or in the case of the Non-Serviced Mortgage Loans, any comparable advance
made by the Other Master Servicer or Other Trustee which Property Advance (or other comparable advance) such party or the Special
Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, in accordance with the Servicing
Standard (or, with respect to the Trustee, its good faith business judgment), will not be ultimately recoverable from late payments,
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan,
Whole Loan or REO Property, as the case may be. Any Property Advance that is not required to be repaid by the related Mortgagor
under the terms of the related Loan Documents shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s
or the Trustee’s entitlement to reimbursement for such Advance. The determination as to the recoverability of any servicing
advance previously made or proposed to be made with respect to any Non-Serviced Mortgage Loan shall be made by the Other Master
Servicer or Other Special Servicer, as the case may be, pursuant to the Other Pooling and Servicing Agreement, and any such determination
so made shall be conclusive and binding upon the Trust and the Certificateholders.


 


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


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Certificates (other than the Class R and Class X
Certificates) then outstanding for which (a)(1) the initial Certificate Principal Amount of such Class of Certificates
minus (2) the sum (without duplication) of (x) the aggregate payments of principal (whether as principal


 






    	-71-



    	 



    

 


prepayments
or otherwise) previously distributed to the Holders of such Class of Certificates, (y) any Appraisal Reduction Amounts
allocated to such Class of Certificates as of such date of determination and (z) any Realized Losses previously allocated
to such Class of Certificates as of such date of determination, is equal to or greater than (b) 25% of the remainder
of (i) the initial Certificate Principal Amount of such Class of Certificates less (ii) any payments of principal
(whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of
such date of determination; 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 Certificates, the Class B
Certificates and the Class PEZ Component B will be considered as if they together constitute a single “Class”
of Certificates, the Class C Certificates and the Class PEZ Component C will be considered as if they together constitute
a single “Class” of Certificates, and the Class PEZ Certificates will be Non-Reduced Certificates only with respect
to each Class PEZ Component that is part of a Class of Non-Reduced Certificates determined as described in this proviso.


 


“Non-Serviced
Companion Loan”: The 590 Madison Avenue Companion Loans, the Element LA Companion Loans (on or after the Element LA Companion
Loan Securitization Date), the Hammons Hotel Portfolio Companion Loans and the DoubleTree Hotel Universal Companion Loans, as applicable.


 


“Non-Serviced
Companion Loan Holder”: The holder of a Non-Serviced Companion Loan.


 


“Non-Serviced
Mortgage Loan”: The 590 Madison Avenue Mortgage Loan, the Element LA Mortgage Loan (on or after the Element LA Companion
Loan Securitization Date), the Hammons Hotel Portfolio Mortgage Loan and the DoubleTree Hotel Universal Mortgage Loan, as applicable.


 


“Non-Serviced
Whole Loan”: The 590 Madison Avenue Whole Loan, the Element LA Whole Loan (on or after the Element LA Companion Loan
Securitization Date), the Hammons Hotel Portfolio Whole Loan and the DoubleTree Hotel Universal Whole Loan, as applicable (in each
case, which shall include any successor REO Mortgage Loan or successor REO Companion Loan).


 


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


 


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


 


“Note”:
With respect to any Mortgage Loan or Companion 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 Mortgage Loan or Companion Loan, as the case may be, including
any amendments or modifications, or any renewal or substitution notes, as of such date.


 


“Notice of
Termination”: Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any
Holder of a Class R Certificate pursuant to Section 9.01(c).


 






    	-72-



    	 



    

 




“Notional Amount”:
For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount, (b) with
respect to the Class X-B Certificates, the Class X-B Notional Amount, (c) with respect to the Class X-D Certificates,
the Class X-D Notional Amount and (d) with respect to each Component, the applicable Component Notional Amount.


 


“NRSRO”:
A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.


 


“OCC”:
The Office of the Comptroller of Currency, and its successors in interest.


 


“Offering Circular”:
The offering circular dated November 17, 2015, relating to the Private Certificates.


 


“Officer’s
Certificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case
of the Master Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be.


 


“Operating Advisor”:
Situs Holdings, LLC, a Delaware limited liability company, or its successor in interest, or any successor Operating Advisor appointed
as herein provided.


 


“Operating Advisor
Annual Report”: As defined in Section 3.29(d)(ii) of this Agreement.


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to the lesser
of (a) $12,000 or (b) the amount as the related Mortgagor agrees to pay with respect to any Mortgage Loan (or Serviced
Whole Loan, as applicable), payable pursuant to Section 3.06(a) of this Agreement; provided, however,
no such fee shall be payable unless paid by the related Mortgagor; provided, further, 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 the 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
(provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior
to any such waiver or reduction).


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan but excluding any Companion Loans)
and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee
Rate on the Stated Principal Balance of such Mortgage Loan (including any Non-Serviced Mortgage Loans) 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 is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee
or other sum payable to the Operating Advisor under


 






    	-73-



    	 



    

 


this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall
be payable from the Lower-Tier REMIC.


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00125% per annum.


 


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


 


“Operating Advisor
Standard”: As defined in Section 3.29(b) of this Agreement.


 


“Operating Advisor
Termination Event”: As defined in Section 7.06(a) of this Agreement.


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor,
the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate Administrator,
except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under the REMIC
Provisions on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application
of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust
or (d) a resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04, must be an opinion
of counsel who is Independent of the Depositor, the Special Servicer and the Master Servicer.


 


“Opting-Out
Party”: A defined in Section 6.09(h) of this Agreement.


 


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


 


“Other 17g-5
Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing
Agreement relating to a Serviced Companion Loan.


 


“Other Certificate
Administrator”: With respect to each Non-Serviced Mortgage Loan, the certificate administrator under the applicable Other
Pooling and Servicing Agreement.


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with
respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any
Other Securitization Trust that is not subject


 






    	-74-



    	 



    

 


to the reporting requirements of the Exchange Act, the trustee, certificate administrator,
master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for
the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the
parties to this Agreement.


 


“Other Master
Servicer”: With respect to each Non-Serviced Mortgage Loan, the master servicer under the applicable Other Pooling and
Servicing Agreement.


 


“Other Operating
Advisor”: With respect to each Non-Serviced Mortgage Loan, the operating advisor (or other similar party) under the applicable
Other Pooling and Servicing Agreement.


 


“Other Paying
Agent”: With respect to each Non-Serviced Mortgage Loan, the paying agent under the applicable Other Pooling and Servicing
Agreement.


 


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


 


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


 


“Other Special
Servicer”: With respect to each Non-Serviced Mortgage Loan, the special servicer under the applicable Other Pooling and
Servicing Agreement.


 


“Other Trustee”:
With respect to each Non-Serviced Mortgage Loan, the trustee under the applicable Other Pooling and Servicing Agreement.


 


“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”:
Any record or beneficial interest in a Class R Certificate.


 


“P&I Advance”:
As to any Mortgage Loan (including the Non-Serviced Mortgage Loans and any REO Mortgage Loan), any advance made by the Master Servicer
or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or reimbursement of a P&I
Advance shall be deemed to include, whether or not specifically referred to but without duplication, payment or reimbursement of
interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.


 


“Pass-Through
Rate”: Each 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-AB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B 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 X-D Pass-


 






    	-75-



    	 



    

 


Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through
Rate and the Class G Pass-Through Rate. The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled
to receive the sum of the interest distributable on the Class PEZ Components. The Class R Certificates do not have Pass-Through
Rates.


 


“Paying Agent”:
The paying agent appointed pursuant to Section 5.06 of this Agreement.


 


“Penalty Charges”:
With respect to any Mortgage Loan or Serviced Whole Loan (or successor REO Mortgage Loan or successor REO Serviced Companion Loan),
any amounts actually collected thereon from the Mortgagor that represent default charges, penalty charges, late fees and/or Default
Interest, subject to any allocation provisions of any related Co-Lender Agreement and excluding any amounts allocable to a Serviced
Companion Loan or Non-Serviced Companion Loan pursuant to the related Co-Lender Agreement.


 


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


 


“Performing
Loan”: Any Mortgage Loan (excluding a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially Serviced
Loan.


 


“Performing
Party”: As defined in Section 10.11 of this Agreement.


 


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator
in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section 3.07(c),
shall) mature on the Distribution Date) and a maximum maturity of 365 days, regardless of whether issued by the Depositor, the
Master Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates and having at all times the required
ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating Agency Confirmation:


 


(i)          obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality


 






    	-76-



    	 



    

 


thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without
limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates
of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed
Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates),
the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority
(guaranteed transit bonds); 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;


 


(ii)         Federal
Housing Administration debentures;


 


(iii)        obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National
Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar
amount 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;


 


(iv)          federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank (which may include the Certificate Administrator or the Trustee or its affiliates), (A) if it has a term of three months
or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch and KBRA and
(2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations
of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess
of six 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 (C) if it has a term of more than
six 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 (or, in the case of any such Rating Agency as set forth
in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
provided, however, that the




 






    	-77-



    	 



    

 


investments described in this clause must (A) have a predetermined fixed dollar
amount 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;


 


(v)          demand
and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings
and loan association or savings bank, (A) if it has a term of three months or less, (1) the short-term obligations of which
are rated in the highest short-term debt rating category of Fitch and KBRA and (2) the short-term obligations of which are rated
in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2”
by Moody’s, (B) if it has a term of more than three months and not in excess of six 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 (C) if it has a term of more than six 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 (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating
as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar amount 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)          debt
obligations, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest
short-term debt rating category of Fitch and KBRA and (2) the short-term obligations of which are rated in the highest short-term
rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B)
if it has a term of more than three months and not in excess of six 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 (C) if it has a term of more than six 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 “Aaa” by
Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating
as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar amount 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


 






    	-78-



    	 



    

 


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;


 


(vii)      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 “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
and (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; (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 and (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 (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 and (3) the short-term debt obligations of which are rated in the highest short
-term rating category by KBRA, if then rated by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A)
through (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); 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;


 


(viii)      the
Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”) so
long as the Fund is rated by Fitch and Moody’s in its highest money market fund ratings category (or, if not rated by either
such Rating Agency, otherwise acceptable to such Rating Agency and KBRA, as confirmed in a Rating Agency Confirmation);


 






    	-79-



    	 



    

 


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


 


(x)         such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment 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) –
(ix) 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, demand
obligation or any other obligation, security or investment;


 


provided, however, that such
instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive
return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument
or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments
derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying
investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such
instrument may be redeemed at a price below the purchase price; and provided, further, that no amount beneficially
owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other
than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion
of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such investment will not adversely
affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are subject to prepayment or call
may not be purchased at a price in excess of par.


 


Notwithstanding the foregoing,
to the extent that the Loan Documents with respect to a particular Mortgage Loan require the funds in the related Mortgagor Accounts
to be invested in investments other than those itemized in clauses (i) through (ix) above, the Master Servicer shall invest
the funds in such Mortgagor Accounts in accordance with the terms of the related Loan Documents.


 


For purposes of any condition
set forth above, to the effect that any investment or the issuer thereof must have a minimum rating by KBRA, as applicable, such
condition shall be deemed to be waived if such investment or the issuer thereof, as applicable, is not rated by KBRA, as applicable.


 


“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 Special Servicer or any
of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Companion Loan or
REO Property, in each case, in accordance with Article III of this Agreement.


 






    	-80-



    	 



    

 


“Permitted Transferee”:
With respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified Organization,
(b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at
the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any
Class R Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners,
directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified
Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a 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, limited liability company, partnership, 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) of this Agreement.


 


“Pool Special
Servicer”: As defined in Section 6.08(i) of this Agreement.


 


“Prepayment
Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans.


 


“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment
in full or in part during the related Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan after the
Due Date in such Prepayment Period, the amount of interest (net of the related Servicing Fee and any related Default Interest)
that accrued for such Mortgage Loan on the amount of such Principal Prepayment during the period commencing on the date after such
Due Date and ending on the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage
Loan (or any later date through which interest accrues), inclusive, to the extent collected from the related Mortgagor (exclusive
of any related Yield Maintenance Charge or related Default Interest that may have been collected).


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment
in full or in part during any Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan prior to the Due
Date in such Prepayment Period, the amount of interest net of the related Servicing Fee and/or Default Interest) to the extent
not collected from the related Mortgagor, that would have accrued on such Mortgage Loan on the amount of such Principal Prepayment
during the period commencing on the date as of which such Principal Prepayment was applied to the unpaid principal balance of the
Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.


 


“Prepayment
Period”: With respect to any Distribution Date, the period beginning the day after the Determination Date in the month
immediately preceding the month in


 






    	-81-



    	 



    

 


which such Distribution Date occurs (or on the Cut-Off Date, in the case of the first Distribution
Date) through and including the Determination Date immediately preceding such Distribution Date.


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition
(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. The Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of
the Prime Rate in accordance with the parenthetical in the preceding sentence.


 


“Principal Distribution
Amount”: For any Distribution Date will be equal to the sum, without duplication, of:


 


(A)        the
Scheduled Principal Distribution Amount for such Distribution Date;


 


(B)        the
Unscheduled Payments of the Mortgage Loans (including the REO Mortgage Loans) received during the related Prepayment Period (or,
in the case of the Non-Serviced Mortgage Loans, as of Business Day immediately preceding the related Master Servicer Remittance
Date); and


 


(C)        the
Principal Shortfall, if any, for such Distribution Date;


 


provided that the Principal Distribution
Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances (including
any servicing advance with respect to a Non-Serviced Mortgage Loan under the related Other Pooling and Servicing Agreement reimbursed
out of general collections on the Mortgage Loans) plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Mortgage Loans (including the REO 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 (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans (including the REO 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 clause (i) and (ii) above, if any of the amounts that were
reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) for a prior Distribution Date are
subsequently recovered on the related Mortgage Loan (including an REO Mortgage Loan), such recovery will increase the Principal
Distribution Amount for the Distribution Date related to the applicable Prepayment Period in which such recovery occurs).


 


The principal component
of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.


 


“Principal Prepayment”:
Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Whole Loan which is received in advance of its scheduled
Due Date


 






    	-82-



    	 



    

 


and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date
or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection with the release
of the related Mortgaged Property through defeasance.


 


“Principal Shortfall”:
For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution
Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Certificates on such preceding
Distribution Date in respect of such Principal Distribution Amount.


 


“Private Certificates”:
The Class E, Class F, Class G and Class R Certificates.


 


“Privileged
Information”: Any (i) correspondence or other communications between the Controlling Class Representative (and,
in the case of a Serviced Whole Loan, the related Companion Loan Holder (or its Companion Loan Holder Representative)) and the
Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of the Controlling
Class Representative under this Agreement and/or a Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative
or other designee) under the related Co-Lender Agreement, (ii) strategically sensitive information that the Special Servicer
has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related
Mortgagor or other interested party, and (iii) information subject to attorney-client privilege.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party
restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and
necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, 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 Special
Servicer, the Operating Advisor, the Certificate Administrator, any affected Companion Loan Holder and the Trustee, as evidenced
by an Opinion of Counsel (which shall be an Additional Trust Fund Expense) delivered to each of the Master Servicer, the Special
Servicer, the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (with respect to the Element
LA Whole Loan prior to the Element LA Companion Loan Securitization Date), the Controlling Class Representative, the Operating
Advisor, the Certificate Administrator and the Trustee) required by law, rule, regulation, order, judgment or decree to disclose
such information.


 


“Privileged
Person”: The Depositor, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Excluded
Special Servicer, if any, any Companion Loan Holder that delivers an Investor Certification, the Trustee, the Certificate Administrator,
the Operating Advisor, the Mortgage Loan Sellers, a designee of the Depositor and any Person who provides the Certificate Administrator
with an Investor Certification, which Investor Certification may be submitted electronically via the Certificate Administrator’s
Website; provided that (i) other than with respect to an Excluded Controlling Class Holder or a Special


 






    	-83-



    	 



    

 


Servicer that is
a Borrower Party, in no event shall a Borrower Party be considered a Privileged Person, (ii) in no event shall an Excluded Controlling
Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Loan with respect to which it is
a Borrower Party (but this exclusion shall not apply to any other Mortgage Loan), and (iii) with respect to a Special Servicer
that obtains knowledge that it has become a Borrower Party, such Special Servicer shall not be entitled to any Excluded Special
Servicer Information related to such Excluded Special Servicer Loan.


 


“Property Advance”:
As to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property, any advance made by the
Master Servicer or the Trustee in respect of Property Protection Expenses, together with all other customary, reasonable and necessary
“out of pocket” costs and expenses (including attorneys’ fees and fees and expenses of real estate brokers) incurred
by the Master Servicer, the Special Servicer or the Trustee in connection with the servicing and administration of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if a default is imminent thereunder or a default, delinquency
or other unanticipated event has occurred with respect thereto, or in connection with the administration of any REO Property, including,
but not limited to, the cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee,
if any, set forth in Sections 2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance,
restoration, protection and management of a Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds
or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures,
(e) any Appraisal or any other appraisal or update thereof expressly permitted or required to be obtained hereunder and (f) the
operation, management, maintenance and liquidation of any REO Property; provided that, notwithstanding anything to the contrary,
“Property Advances” shall not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee,
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 any Mortgage Loan
or REO Property pursuant to any provision of this Agreement or an intercreditor agreement. Each reference to the payment or reimbursement
of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate from and including the date of the making of such Advance to but excluding the date of payment or reimbursement.


 


“Property Protection
Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Sections
3.04, 3.07, 3.10(f), 3.10(g) and 3.17(b) or indicated herein as being a cost or expense of the
Lower-Tier REMIC to be advanced by the Master Servicer or the Trustee, as applicable.


 


“Prospectus”:
The prospectus dated November 9, 2015, relating to the Public Certificates.


 


“Prospectus
Supplement”: The prospectus supplement dated November 17, 2015, relating to the Public Certificates.


 






    	-84-



    	 



    

 


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


 


“Public Documents”:
As defined in Section 4.02(a) of this Agreement.


 


“Public Global
Certificates”: A Global Certificate relating to a Class of Public Certificates.


 


“Purchase Price”:
With respect to any Mortgage Loan (or REO Property), a price equal to the following: (a) the outstanding principal balance
of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase; plus (b) all accrued and unpaid
interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other than Default Interest, at the
related Mortgage Loan Rate in effect from time to time through the Due Date in the Collection Period of purchase; plus (c) all
related unreimbursed Property Advances (including any Property 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 (d) 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 Advances, the pro rata portion of any comparable amounts payable with respect thereto pursuant to the related Co-Lender
Agreement); plus (e) any unpaid Special Servicing Fees and any other unpaid Additional Trust Fund Expenses outstanding or
previously incurred in respect of the related Mortgage 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); plus (f) if such Mortgage Loan is being purchased by a Mortgage Loan Seller pursuant to Section 6 of the
related Loan Purchase Agreement, all expenses incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator and the Trustee in respect of the Breach or Document Defect giving rise to the repurchase or substitution
obligation (to the extent not otherwise included in the amount described in clause (c) above) and, if the applicable 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.
With respect to any REO Property that relates to a Serviced Whole Loan, the Purchase Price for the Trust Fund’s interest
in such REO Property shall be the amount calculated in accordance with the first sentence of this definition in respect of the
related REO Mortgage Loan and, solely for purposes of calculating fair prices under the final sentence of Section 3.17(k)
of this Agreement, such amount shall be calculated as if the REO Mortgage Loan consisted of the REO Mortgage Loan and the related
REO Companion Loan, if applicable.


 


“Qualified Bidder”:
As defined in Section 7.01(b) of this Agreement.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


 






    	-85-



    	 



    

 


“Qualified Insurer”:
As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies not referred to in
clause (ii) below, an insurance company or security or bonding company qualified to write the related insurance policy in
the relevant jurisdiction and whose claims paying ability is rated at least “A” by Fitch (or, if not rated by Fitch,
an equivalent rating such as that listed above by (A) at least two NRSROs (which may include S&P, DBRS, Moody’s and/or
A.M. Best) or (B) one NRSRO (which may include KBRA and/or Moody’s) and A.M. Best Company) and at least “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs (which may include KBRA and/or
Fitch) or (B) one NRSRO (which may include KBRA and/or Fitch) and A.M. Best Company), (ii) in the case of the fidelity bond
and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c) of this Agreement, a company
that shall have a claim paying ability rated at least as follows by at least one of the following NRSROs: “A-” by S&P,
“A3” by Moody’s, “A-” by Fitch or “A:X” by A.M. Best, or (iii) in either case, an insurance
company not satisfying the ratings criteria of any Rating Agency set forth in clause (i) or (ii), as applicable,
but with respect to which the Master Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation
from such Rating Agency. “Qualified Insurer” shall also mean any entity that satisfies all of the criteria, other than
the ratings criteria, set forth in one of the foregoing clauses and whose obligations under the related insurance policy are guaranteed
or backed by an entity that satisfies the ratings criteria set forth in such clause (construed as if such entity were an insurance
company referred to therein).


 


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


 


“Qualified Substitute
Mortgage Loan”: A 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 deleted Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Loan Rate not less than the Mortgage Loan Rate of the deleted
Mortgage Loan; (iii) have the same Due Date as and grace period no longer than that of the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted 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 years less than, the remaining
term to stated maturity of the deleted Mortgage Loan; (vi) have a then-current Loan-To-Value ratio equal to or less than the
lesser of (a) the Loan-To-Value ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 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 Certificateholders) as of the date of substitution in all material respects with all
of the representations and warranties set forth in the applicable 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 ratio at least equal to the greater
of (a) the debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute
a “qualified replacement mortgage” within the meaning of Code


 






    	-86-



    	 



    

 


Section 860G(a)(4) as evidenced by an Opinion of
Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization
schedule that extends to a date that is after the date that is three years prior to the Rated Final Distribution Date; (xii) have
prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage
Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency Confirmation (the cost, if any, of
obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so
long as a Consultation Termination Event has not occurred and is not continuing, by the Controlling Class Representative; (xv) prohibit
defeasance within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in
the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC 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 with respect to the related Mortgaged Property 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 deleted Mortgage Loan or Mortgage Loans, then the amounts described in clause (i)
above shall be determined on the basis of aggregate principal balances and each such proposed Qualified Substitute Mortgage Loan
shall individually satisfy each of the requirements specified in clauses (ii) through (xviii) above; 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 Loan Rate (net of the Administrative
Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the WAC Rate)
of any Class of Sequential Pay Certificates or any Class PEZ Regular Interest having a Certificate Principal Amount then
outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan
Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification
to the Certificate Administrator and the Trustee and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.


 


“Rated Final
Distribution Date”: The Distribution Date occurring in November 2048.


 


“Rating Agency”:
Each of Moody’s, Fitch and KBRA 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 organization
or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicer, the Master Servicer and the Operating Advisor, and specific ratings of Moody’s, Fitch
and KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the
party so designated. References herein to the highest long-term unsecured debt rating category of Moody’s, Fitch and KBRA
shall mean “Aaa” with respect to Moody’s and “AAA” with respect to Fitch and KBRA, and, in the case
of any other rating agency, shall mean such highest rating category without regard to any plus or minus or numerical qualification.


 






    	-87-



    	 



    

 


“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 upon receipt of a written waiver or other acknowledgment from the Rating Agency indicating its decision
not to review or declining to review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating
Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the
Rating Agency Confirmation from the applicable Rating Agency with respect to such matter shall not apply.


 


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


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Principal Amount of all
Classes of Sequential Pay Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular Interests, after
giving effect to distributions on such Distribution Date exceeds (B) the aggregate Stated Principal Balance of the Mortgage
Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Stated
Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the
Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such
Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect to any
and all reductions thereon on such Distribution Date. The allocation of Realized Losses may be reversed as provided in Section 4.01(f)
of this Agreement.


 


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the close of business on the last day of the month
immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding
Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record Date will be the
Closing Date.


 


“Regular Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class D, Class X-D, Class E,
Class F and Class G Certificates.


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may
be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by
the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein.


 


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


 


“Regulation S
Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


 






    	-88-



    	 



    

 


“Regulation S
Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.


 


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


 


“Remaining Certificateholder”:
Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class R Certificates)
or an assignment of the voting rights thereof; provided, however, that the Certificate Principal Amounts of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates
and the Notional Amount of the Class X-A, Class X-B and Class X-D Certificates have been reduced to zero.


 


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


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A
through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings 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 Code Section 856(d),
which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 


(1)          except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to
such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person
from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents
from Real Property);


 


(2)          any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B)
and (d)(5);


 


(3)          any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO
Property;


 


(4)          any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such REO Property within the meaning of Treasury


 






    	-89-



    	 



    

 


Regulations Section 1.856-4(b)(1) (whether
or not such charges are separately stated); and


 


(5)          rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under,
or in connection with, the lease.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16
of this Agreement on behalf of the Trustee for the benefit of the Certificateholders and the Companion Loan Holders, which (subject
to any changes in the identities of the Special Servicer or the Trustee) shall be entitled “[Wells Fargo Bank, National Association]
[the successor Special Servicer], as Special Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2015-GS1 and the Companion Loan Holder REO Account, as their interests may appear.” Any such account or accounts
shall be an Eligible Account.


 


“REO Companion
Loan”: Any Companion Loan as to which the related Mortgaged Property has become an REO Property.


 


“REO Extension”:
As defined in Section 3.16(a) of this Agreement.


 


“REO Mortgage
Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property or a beneficial interest
in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any of the Non-Serviced Mortgage Loans under
the applicable Other Pooling and Servicing Agreement. For the avoidance of doubt, any such beneficial interest will not be serviced
by the Special Servicer under this Agreement.


 


“REO Proceeds”:
With respect to any REO Property and the related REO Mortgage Loan and REO Companion Loan, all revenues and proceeds received by
the Special Servicer with respect to such REO Property, REO Mortgage Loan or REO Companion Loan which do not constitute Liquidation
Proceeds.


 


“REO Property”:
A Mortgaged Property title to which has been acquired on behalf of the Trust Fund and any related Companion Loan Holder through
foreclosure, deed in lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures each Non-Serviced
Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Other Pooling and Servicing Agreement
on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Non-Serviced Mortgage Loan and of the related
Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable
law in connection with a default or imminent default of such Non-Serviced Mortgage Loan.


 


“REO Serviced
Companion Loan”: Any Serviced Companion Loan as to which the related Mortgaged Property has become an REO Property.


 






    	-90-



    	 



    

 


“REO Whole Loan”:
Any Whole Loan as to which the related Mortgaged Property has become an REO Property.


 


“Reportable
Event”: As defined in Section 10.06 of this Agreement.


 


“Reporting Servicer”:
As defined in Section 10.08 of this Agreement.


 


“Repurchase
Communication”: For purposes of Sections 2.03(a) and 3.01(c) 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(a) of this Agreement.


 


“Repurchase
Request Rejection:” As defined in Section 2.03(a) of this Agreement.


 


“Repurchase
Request Withdrawal”: As defined in Section 2.03(a) of this Agreement.


 


“Request for
Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.


 


“Requesting
Holders”: As defined in Section 3.10(a) of this Agreement.


 


“Requesting
Party”: As defined in Section 3.30(a) of this Agreement.


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and,
in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement
and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator (and, in the event that the
Certificate Administrator is the Certificate Registrar, the Custodian or the Paying Agent, of the Certificate Registrar, the Custodian
or the Paying Agent, as applicable), any officer assigned to the Corporate Trust Services group, with direct responsibility for
the administration of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter
is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject.
When used with respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator), any officer or assistant
officer thereof.


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has accelerated, or otherwise begun to exercise its remedies
with respect to, such mezzanine loan (unless such mezzanine holder is stayed pursuant to a written agreement or court order or
as a


 






    	-91-



    	 



    

 


matter of law from exercising remedies associated with foreclosure of the equity collateral under such mezzanine loan).


 


“Restricted
Party”: As defined in the definition of “Privileged Information Exception” in this Agreement.


 


“Restricted
Period”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Review Package”:
A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)
of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and
copies of all relevant documentation.


 


“Rule 144A”:
Rule 144A under the Securities Act.


 


“Rule 144A
Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


 


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 


“S&P”:
Standard & Poor’s Ratings Services, and its successors in interest.


 


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


 


“Sarbanes-Oxley
Certification”: As defined in Section 10.04 of this Agreement.


 


“Scheduled Principal
Distribution Amount”: For any Distribution Date will be equal to the sum, without duplication, of:


 


(A)          the
principal component of all scheduled Monthly Payments and Balloon Payments which became due on the related Due Date in the related
Collection Period (if received by the Master Servicer by the Business Day prior to the Master Servicer Remittance Date or (other
than Balloon Payments) advanced by the Master Servicer or the Trustee in respect of such Distribution Date) with respect to
the Mortgage Loans (including any REO Mortgage Loans); and


 


(B)          the
principal component of any payment on any Mortgage Loan (including an REO Mortgage Loan) received or applied on or after the date
on which such payment was due on deposit in the Collection Account as of the related Determination Date (or, in the case of the
Non-Serviced Mortgage Loans, by the Business Day immediately preceding the related Master Servicer Remittance Date), net of the
principal portion of any unreimbursed P&I Advances related to such Mortgage Loan.


 






    	-92-



    	 



    

 


“Securities
Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations thereunder.


 


“Sequential
Pay Certificates”: The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B,
Class C, Class D, Class E, Class F and Class G Certificates, collectively.


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans
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 Companion
Loan”: The South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion
Loans (prior to the Element LA Companion Loan Securitization Date), the Glenbrook Square Companion Loan and the GSA Portfolio Companion
Loan.


 


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


 


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


 


“Serviced Whole
Loan”: The South Plains Mall Whole Loan (which shall include any successor REO Whole Loan), the Westin Boston Waterfront
Whole Loan (which shall include any successor REO Whole Loan), the Element LA Whole Loan (prior to the Element LA Companion Loan
Securitization Date) (which shall include any successor REO Whole Loan), the Glenbrook Square Whole Loan (which shall include any
successor REO Whole Loan) and the GSA Portfolio Whole Loan (which shall include any successor REO Whole Loan).


 


“Serviced Whole
Loan Custodial Account”: With respect to each Serviced Whole Loan, the respective segregated account or sub-account or
established as a ledger entry account created and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement
on behalf of the holders of such Serviced Whole Loan, which (subject to any changes in the identities of the Master Servicer or
the Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, a national banking association,
as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of
GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1, and the related Companion
Loan Holder, as their interests may appear.”


 


“Serviced Whole
Loan Special Servicer”: Any Person responsible for performing the duties of a special servicer hereunder with respect
to the Serviced Whole Loan or any related REO Property.


 






    	-93-



    	 



    

 


“Servicer”:
As defined in Section 10.01(b) of this Agreement.


 


“Servicer Indemnified
Party”: As defined in Section 8.05(c) of this Agreement.


 


“Servicer Termination
Event”: As defined in Section 7.01 of this Agreement.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.


 


“Servicing Fee”:
With respect to each Mortgage Loan or Serviced Companion Loan (including if it is or is part of a Specially Serviced Loan) or any
successor REO Mortgage Loan or successor REO Serviced Companion Loan and for any Distribution Date, the amount accrued during the
related Interest Accrual Period at the related Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan or such
Serviced Companion Loan, as the case may be, 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 Serviced Whole Loan is computed and shall be prorated
for partial periods.


 


For the avoidance of
doubt, (1) the Servicing Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to
each Non-Serviced Mortgage Loan to an Other Master Servicer shall be paid under the applicable Other Pooling and Servicing Agreement,
shall not be payable to the Master Servicer and will previously have been deducted by an Other Master Servicer prior to remittance
to the Trust and shall not be withdrawn from the Collection Account.


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) (or any successor REO Mortgage Loan
with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Servicing
Fee Rate %” and “Sub-Servicing Fee Rate %” on the Mortgage Loan Schedule and with respect to (a) each of the
South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Glenbrook Square Companion Loan and the GSA
Portfolio Companion Loan, 0.0025% per annum and (b) the Element LA Companion Loans (prior to the Element LA Companion Loan
Securitization Date), 0.0025% per annum.


 


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File but including copies of such documents required
to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage Loans or Companion Loans
that are in the possession of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals,
environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered
to the Master Servicer or the Special Servicer; provided that no information that is proprietary to the related Mortgage
Loan Seller nor any draft documents, privileged or internal communications, credit underwriting, due diligence analysis or data
shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary contained herein, with
respect to each Non-Serviced Mortgage Loan, the Servicing File shall consist of a copy of each Servicing File delivered under the
applicable Other Pooling and Servicing Agreement.


 






    	-94-



    	 



    

 


“Servicing Function
Participant” Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities with respect to
the Trust Fund that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage
Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.


 


“Servicing Officer”:
Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration
and servicing of the Mortgage Loans and the Serviced 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, the Operating Advisor
and the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from time to
time be amended.


 


“Servicing Standard”:
With respect to the Master Servicer or the Special Servicer, to service and administer the Mortgage Loans, the Serviced Whole Loans
and any REO Properties that such party is obligated to service and administer pursuant to this Agreement on behalf of the Trust
Fund and the Trustee (as trustee for Certificateholders or, with respect to each Serviced Whole Loan, on behalf of the Certificateholders
and the Companion Loan Holder(s), as a collective whole as if such Certificateholders and any related Companion Loan Holder(s)
constituted a single lender) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer,
as the case may be: (i) in accordance with the higher of the following standards of care: (A) with the same care, skill,
prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable
mortgage loans with similar borrowers and comparable REO properties for other third-party portfolios (giving due consideration
to the customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage
loans and REO properties), and (B) with the same care, skill, prudence and diligence with which the Master Servicer or the
Special Servicer, as the case may be, services and administers comparable mortgage loans and REO properties owned by the Master
Servicer or the Special Servicer, as the case may be, and in either case, exercising reasonable business judgment and acting in
accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loan or Serviced Whole Loans;
(ii) with a view to: the timely recovery of all payments of principal and interest, including Balloon Payments, under the Mortgage
Loans and Serviced Whole Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Whole Loan as
to which the related Mortgaged Property is an REO Property, the maximization of recovery on the Mortgage Loan to the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (or, if any Serviced Companion Loan is involved,
with a view to the maximization of recovery on the related Serviced Whole Loan to the Certificateholders and the related Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender)) of
principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections
that will be distributable to the Certificateholders (or, in the case of any Serviced Whole Loan, to the Certificateholders and
the related Companion Loan Holder) to be


 






    	-95-



    	 



    

 


performed at the Calculation Rate); and (iii) without regard to (A) any relationship,
including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof,
may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the ownership
of any Certificate (or any Serviced Companion Loan or other indebtedness secured by the related Mortgaged Property or any certificate
backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the
obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect to any particular
transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property not subject
to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided
that the foregoing standards shall only apply with respect to each Non-Serviced Mortgage Loan and any related REO Property to the
extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect thereto
pursuant to this Agreement.


 


“Servicing Transfer
Event”: With respect to any Mortgage Loan or any Serviced Whole Loan, the occurrence of any of the events described in
clauses (a) through (g) of the definition of “Specially Serviced Loan”.


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to the Trust. The Significant Obligor relating to the Trust is the Mortgaged Property related to the 590 Madison Avenue Mortgage
Loan.


 


“Similar Law”:
As defined in Section 5.03(m) of this Agreement.


 


“South Plains
Mall Co-Lender Agreement”: With respect to the South Plains Mall Whole Loan, the related co-lender agreement, dated as
of [December 1], 2015, by and between the holder of the South Plains Mall Mortgage Loan and the South Plains Mall Companion
Loan Holders, relating to the relative rights of the holder of the South Plains Mall Mortgage Loan and the South Plains Mall Companion
Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“South Plains
Mall Companion Loan”: With respect to the South Plains Mall Whole Loan, each of the related promissory notes made by
the related Mortgagor and secured by the South Plains Mall Mortgage and designated as promissory notes A-2 and A-3, respectively,
which are not included in the Trust and are pari passu in right of payment with the South Plains Mall Mortgage Loan to the
extent set forth in the related Loan Documents and as provided in the South Plains Mall Co-Lender Agreement.


 


“South Plains
Mall Companion Loan Holder”: A holder of a South Plains Mall Companion Loan.


 


“South Plains
Mall Mortgage”: The Mortgage securing the South Plains Mall Mortgage Loan and the South Plains Mall Companion Loans.


 


“South Plains
Mall Mortgage Loan”: With respect to the South Plains Mall Whole Loan, the Mortgage Loan included in the Trust and identified
on the Mortgage Loan


 






    	-96-



    	 



    

 


Schedule as South Plains Mall, which is designated as promissory note A-1 and is pari passu in right
of payment with the South Plains Mall Companion Loans to the extent set forth in the related Loan Documents and as provided in
the South Plains Mall Co-Lender Agreement.


 


“South Plains
Mall Whole Loan”: The South Plains Mall Mortgage Loan, together with the South Plains Mall Companion Loans, each of which
is secured by the South Plains Mall Mortgage. References herein to the South Plains Mall Whole Loan shall be construed to refer
to the aggregate indebtedness secured under the South Plains Mall Mortgage.


 


“Special Notice”:
Any (a) notice transmitted to Certificateholders pursuant to Section 5.07(c) of this Agreement, (b) notice
of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant
to Section 6.08(a) of this Agreement and (c) notice of any request by at least 15% of the Voting Rights of the
Non-Reduced Certificates to terminate and replace the Operating Advisor pursuant to Section 7.06(b) of this Agreement.


 


“Special Servicer”:
Wells Fargo Bank, National Association, a national banking association, 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 6.08(j) of this Agreement, as applicable and as the context may require).


 


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


 


“Special Servicing
Compensation”: With respect to any Mortgage Loan, Serviced Whole Loan or REO Property, any of the Special Servicing Fee,
the Workout Fee, and the Liquidation Fee which shall be due to the Special Servicer or any other fee due to the Special Servicer
pursuant to Section 3.12 of this Agreement.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and any REO Property (other than any interest in REO Property acquired
with respect to any Non-Serviced Whole Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period
at the applicable Special Servicing Fee Rate on the Stated Principal Balance of such Specially Serviced 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, Companion Loan or Whole Loan, as applicable, is computed and shall be prorated for partial periods. For the avoidance
of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Special Servicing
Fee Rate”: With respect to any Specially Serviced 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 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


 






    	-97-



    	 



    

 


Specially Serviced 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 Loan or REO Property.


 


“Specially Serviced
Loan”: Any Mortgage Loan (excluding a Non-Serviced Mortgage Loan) or Serviced Whole Loan (including a related REO Mortgage
Loan and, if applicable, an REO Serviced Companion Loan) as to which any of the following events has occurred:


 


(a)          the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)          except
in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment, for 60 days beyond the date on which
the subject payment was due, or


 


(ii)         in
the case of a delinquent Balloon Payment, (A) 60 days beyond the date on which such Balloon Payment was due (except as
described in clause B below) or (B) in the case of a Mortgage Loan or Serviced Whole Loan delinquent with respect
to the Balloon Payment as to which the related Mortgagor delivered to the Master Servicer or the Special Servicer (and in either
such case the Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other servicer),
a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after the Balloon Payment was due, for
120 days beyond the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon
Payment as due during which the refinancing is scheduled to occur);


 


(b)          there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default)
that (i) in the judgment of 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) or, in the case of
the Element LA Whole Loan, with the consent of the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion
Loan (or its representative)) materially impairs the value of the related Mortgaged Property as security for the Mortgage Loan
or Serviced Whole Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan (or,
in the case of a Serviced Whole Loan, the interests of the Certificateholders or the related Companion Loan Holder in the Serviced
Whole Loan), and (ii) continues unremedied for the applicable grace period under the terms of the Mortgage Loan or Serviced Whole
Loan (or, if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default
that results in acceleration of the related Mortgage Loan or Serviced Whole Loan without the application of any grace period under
the related Loan Documents shall be deemed not to have a grace period; and provided, further, that any default requiring
a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders in the Mortgage


 






    	-98-



    	 



    

 


Loan
(or, in the case of any Serviced Whole Loan, the Certificateholders or the related Companion Loan Holder in the Serviced Whole
Loan); or


 


(c)          the
Master Servicer or 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) or, in the case of the Element LA Whole Loan, with the consent
of the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (or its representative)) determines
that (i) a default (other than an Acceptable Insurance Default) under the Mortgage Loan or Serviced Whole Loan is reasonably foreseeable,
(ii) such default would materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or
Serviced Whole Loan or otherwise materially adversely affect the interests of Certificateholders in the Mortgage Loan (or, in the
case of a Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Loan Holder in such Serviced
Whole Loan), and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage
Loan or Serviced Whole Loan or, if no cure period is specified and the default is capable of being cured, for 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 Serviced Whole Loan); or


 


(d)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or 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 related Mortgagor and such decree or order shall have remained
in force and not dismissed for a period of 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 Mortgage Loan or REO Companion Loan) be transferred to special servicing); or


 


(e)          the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt,
marshaling of assets and liability or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially
all of its property; or


 


(f)           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


 


(g)          the
Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related
Mortgaged Property;


 






    	-99-



    	 



    

 


provided, however, that a
Mortgage Loan or Serviced Whole Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect
to such Mortgage Loan or Serviced Whole Loan or any related REO Property or, so long as at such time no circumstance identified
in clauses (a) through (g) above exists that would cause the Mortgage Loan or Serviced Whole Loan to continue to be characterized
as a Specially Serviced Loan, when:


 


(w)          with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive
full and timely Monthly Payments under the terms of such Mortgage Loan or Serviced Whole Loan (as such terms may be changed or
modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification,
extension, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24
of this Agreement);


 


(x)            with
respect to the circumstances described in clauses (c), (d), (e) and (f) of this definition, such circumstances cease to exist
in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described
in clauses (d), (e) and (f), no later than the entry of an order or decree dismissing such proceeding;


 


(y)           with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special
Servicer in its reasonable, good faith judgment; and


 


(z)            with
respect to the circumstances described in clause (g) of this definition, such proceedings are terminated.


 


The Special Servicer
may conclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely on the Special
Servicer’s determination as to whether a Servicing Transfer Event has occurred giving rise to a Mortgage Loan’s becoming
a Specially Serviced Loan. If any Mortgage Loan that is part of a Serviced Whole Loan becomes a Specially Serviced Loan, then the
related Companion Loan shall also become a Specially Serviced Loan. If the Companion Loan that is included in a Serviced Whole
Loan becomes a Specially Serviced Loan, then the related Mortgage Loan that is part of such Serviced Whole Loan shall also become
a Specially Serviced Loan.


 


“Sponsor”:
Each of GSMC and CCRE, and their respective successors in interest.


 


“Startup Day”:
The day designated as such pursuant to Section 2.11(c) of this Agreement.


 


“Stated Principal
Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (a) the Cut-Off Date Principal Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage
Loan, the unpaid principal balance of such Mortgage Loan as of the date of substitution after application of all scheduled payments
of principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of
(i) the principal portion of each Monthly Payment due on such Mortgage Loan after the Cut-Off Date (or, in the case of a


 






    	-100-



    	 



    

 


Qualified
Substitute Mortgage Loan, the Due Date in the related month of substitution), if received by the Trust or advanced by the Master
Servicer or the Trustee on or prior to the most recent Distribution Date coinciding with or preceding such date of determination,
(ii) all Unscheduled Payments with respect to such Mortgage Loan for a Distribution Date on or before such date of determination
and (iii) any adjustment thereto as a result of a reduction of principal by a bankruptcy court or as a result of a modification
reducing the principal amount due on such Mortgage Loan as of the Determination Date for the most recent Distribution Date occurring
on or before such date of determination. The Stated Principal Balance of a Serviced Companion Loan (other than an REO Serviced
Companion Loan), as of any date of determination, shall equal (a) the principal balance of such Serviced Companion Loan as
of the Cut-off Date, minus (b) the sum of (i) the principal portion of each Monthly Payment due on such Serviced Companion
Loan after the Cut-Off Date, if received by the related Serviced Companion Loan Holder on or prior to the most recent Distribution
Date coinciding with or preceding such date of determination, (ii) all Unscheduled Payments with respect to such Serviced
Companion Loan for a Distribution Date on or before such date of determination and (iii) any adjustment thereto as a result
of a reduction of principal by a bankruptcy court or as a result of a modification reducing the principal amount due on such Serviced
Companion Loan as of the Determination Date for the most recent Distribution Date occurring on or before such date of determination.
The Stated Principal Balance of a Mortgage Loan with respect to which title to the related Mortgaged Property has been acquired
on behalf of the Trust Fund and/or the related Serviced Companion Loan Holder(s), as applicable, is equal to the Stated Principal
Balance thereof outstanding on the date on which such title is acquired less any Unscheduled Payments and the principal portion
of any P&I Advances with respect to such REO Mortgage Loan for a Distribution Date on or before such date of determination.
The Stated Principal Balance of a Serviced Companion Loan with respect to which title to the related Mortgaged Property has been
acquired on behalf of the Trust Fund and the related Serviced Companion Loan Holder(s) is equal to the Stated Principal Balance
thereof outstanding on the date on which such title is acquired less any Unscheduled Payments with respect to such Serviced Companion
Loan for a Distribution Date on or before such date of determination. Notwithstanding the foregoing, the Stated Principal Balance
of a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination is zero. The Stated
Principal Balance of a Serviced Whole Loan (including an REO Whole Loan), as of any date of determination, shall equal the sum
of the then Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced Companion
Loan(s) (including any REO Serviced Companion Loan(s)). For purposes of this definition, if remittances are made to any Serviced
Companion Loan Holder on any day of the month other than the Distribution Date in such month, then such remittances shall be deemed
made on the Distribution Date in such month.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount
equal to the excess, if any, of the Purchase Price of


 






    	-101-



    	 



    

 


the Mortgage 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 deleted Mortgage Loans, 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 or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified
Substitute Mortgage Loans.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the
servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant or
an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in the Servicing
Criteria. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will be the Sub-Servicer
for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer, as the
case may be, and any Sub-Servicer relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c)
of this Agreement.


 


“Successful
Bidder”: As defined in Section 7.01(b) of this Agreement.


 


“Supplemental
Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto
as Exhibit P, 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;


 


(ix)        the
grace period with respect to both default interest and late payment charges;


 






    	-102-



    	 



    

 


(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.


 


“Tax Returns”:
The federal income tax return on IRS 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 under the REMIC Provisions, and the federal income tax return to
be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart
E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required to
be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions
of federal, state or local tax laws.


 


“Temporary Regulation S
Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


 






    	-103-



    	 



    

 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


 


“Third Party
Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report or property condition report, if any.


 


“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 Principal Amount of that Certificate (or, in the
case of a Class PEZ Certificate, the portion of the Certificate Principal Amount of the related Class PEZ Component with
the same letter designation as such Class PEZ Regular Interest, that is evidenced by the Class PEZ Certificate) to (b) the
outstanding Certificate Principal Amount of such Class PEZ Regular Interest.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii) of this Agreement.


 


“Treasury Regulations”:
Applicable final or temporary regulation of the U.S. Department of the Treasury.


 


“Trust”:
The trust created by this Agreement.


 


“Trust Fund”:
The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only
to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO
Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect
of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect
to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account
and any REO Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity
agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements to the
extent assigned to the Trustee on


 






    	-104-



    	 



    

 


behalf of the Trust pursuant to Section 2.01 of this Agreement and (xi) the
Lower-Tier Regular Interests.


 


“Trust Reimbursement
Amount”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust Reimbursement
Amount No.1”: As defined in Section 3.06(a) of this Agreement.


 


“Trust Reimbursement
Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust REMIC”:
Each of the Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as trustee, or its successor in interest,
or any successor trustee appointed as herein provided.


 


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


 


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on the Stated Principal Balance of such Mortgage 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 is computed and shall be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate
Administrator Fee shall be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00427% per annum.


 


“Underwriters”:
Goldman, Sachs & Co., Cantor Fitzgerald & Co. and Drexel Hamilton, LLC.


 


“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 Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been
recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect of
which the Advance was made.


 


“Unscheduled
Payments”: With respect to any Distribution Date and the Mortgage Loans (including the Non-Serviced Mortgage Loans and
any REO Mortgage Loans), the aggregate of (a) all principal prepayments received on the Mortgage Loans during the applicable Prepayment
Period and (b) the principal portions of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (in each case,
net of Special Servicing Fees,


 






    	-105-



    	 



    

 


Liquidation Fees, accrued interest on Advances and other Additional Trust Fund Expenses incurred
in connection with the related Mortgage Loan) and, if applicable, Net REO Proceeds received with respect to the Mortgage Loans
and the Trust’s interest in any REO Properties (including any interest in REO Property acquired with respect to any Non-Serviced
Whole Loan) during the applicable Prepayment Period, but in each case only to the extent that such principal portion represents
a recovery of principal for which no advance was previously made in respect of a preceding Distribution Date. With respect to any
Distribution Date and any Serviced Companion Loan, the aggregate of (a) all principal prepayments received on such Serviced Companion
Loan during the applicable Prepayment Period and (b) the principal portions of all Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds (in each case, net of special servicing fees, liquidation fees, accrued interest on advances and other Additional
Trust Fund Expenses incurred in connection with the related Companion Loan) and, if applicable, Net REO Proceeds received with
respect to such Serviced Companion Loan and the related Companion Loan Holder’s interest in any related REO Property during
the applicable Prepayment Period.


 


“Upper-Tier
Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate
Administrator) shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2015-GS1, Upper-Tier Distribution Account” and which must be an
Eligible Account.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held
from time to time in the Upper-Tier Distribution Account.


 


“Upper-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Upper-Tier REMIC and evidenced by the Class R Certificates.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or
other entity created or organized in or under the laws of the United States, any State thereof or the District of Columbia, 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 as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates.
At all times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall be (a) 0%,
in the


 






    	-106-



    	 



    

 


case of the Class R Certificates, (b) 1% in the aggregate to the Class X-A, Class X-B and Class X-D Certificates, allocated
among such Classes based on their respective interest entitlements on the most recent prior Distribution Date and (c) in the
case of any of any Class of Sequential Pay Certificates or Class PEZ Certificates, a percentage equal to the product
of (i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the aggregate outstanding Certificate Principal
Amount of such Class and the denominator of which is equal to the aggregate outstanding Certificate Principal Amounts of all Classes
of Sequential Pay Certificates and Class PEZ Certificates (or, if with respect to a vote of Non-Reduced Certificates, the
Non-Reduced Certificates); provided that for purposes of such allocations, the Class A-S Certificates and the Class PEZ
Component A-S of the Class PEZ Certificates shall be considered as if they together constitute a single “Class”,
the Class B Certificates and the Class PEZ Component B of the Class PEZ Certificates shall be considered as if they
together constitute a single “Class”, and the Class C Certificates and the Class PEZ Component C of the Class PEZ
Certificates shall be considered as if they together constitute a single “Class”. Voting Rights shall be allocated
to the Class PEZ Certificates only with respect to each Class PEZ Component that is part of a Class of Certificates
determined as described in the proviso to the preceding sentence. The Voting Rights of any Class of Certificates shall be
allocated among Holders of Certificates of such Class in proportion to their respective Percentage Interests. The aggregate
Voting Rights of Holders of more than one Class of Certificates shall be equal to the sum of the products of each such Holder’s
Voting Rights and the percentage of Voting Rights allocated to the related Class of Certificates.


 


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Loan Rates in
effect for the Mortgage Loans (including the REO Mortgage 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.


 


“Westin Boston
Waterfront Co-Lender Agreement”: With respect to the Westin Boston Waterfront Whole Loan, the related co-lender agreement,
dated as of December 1, 2015, by and between the holder of the Westin Boston Waterfront Mortgage Loan and the Westin Boston
Waterfront Companion Loan Holders, relating to the relative rights of the holder of the Westin Boston Waterfront Mortgage Loan
and the Westin Boston Waterfront Companion Loan Holders, as the same may be amended from time to time in accordance with the terms
thereof.


 


“Westin Boston
Waterfront Companion Loan”: With respect to the Westin Boston Waterfront Whole Loan, each of the related promissory notes
made by the related Mortgagor and secured by the Westin Boston Waterfront Mortgage and designated as promissory notes A-2 and A-3,
respectively, which are not included in the Trust and are pari passu in right of payment with the Westin Boston Waterfront
Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Westin Boston Waterfront Co-Lender Agreement.


 


“Westin Boston
Waterfront Companion Loan Holder”: A holder of a Westin Boston Waterfront Companion Loan.


 






    	-107-



    	 



    

 


“Westin Boston
Waterfront Mortgage”: The Mortgage securing the Westin Boston Waterfront Mortgage Loan and the Westin Boston Waterfront
Companion Loans.


 


“Westin Boston
Waterfront Mortgage Loan”: With respect to the Westin Boston Waterfront Whole Loan, the Mortgage Loan included in the
Trust and identified on the Mortgage Loan Schedule as Westin Boston Waterfront, which is designated as promissory note A-1 and
is pari passu in right of payment with the Westin Boston Waterfront Companion Loans to the extent set forth in the related
Loan Documents and as provided in the Westin Boston Waterfront Co-Lender Agreement.


 


“Westin Boston
Waterfront Whole Loan”: The Westin Boston Waterfront Mortgage Loan, together with the Westin Boston Waterfront Companion
Loans, each of which is secured by the Westin Boston Waterfront Mortgage. References herein to the Westin Boston Waterfront Whole
Loan shall be construed to refer to the aggregate indebtedness secured under the Westin Boston Waterfront Mortgage.


 


“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.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


“Whole Loan”:
Any of the 590 Madison Avenue Whole Loan, South Plains Mall Whole Loan, Westin Boston Waterfront Whole Loan, Element LA Whole Loan,
Glenbrook Square Whole Loan, Hammons Hotel Portfolio Whole Loan, GSA Portfolio Whole Loan and DoubleTree Hotel Universal Whole
Loan (and shall include any respective successor REO Whole Loan).


 


“Withheld Amounts”:
As defined in Section 3.23 of this Agreement.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Whole Loan, the amount of any Advance made with
respect to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage Loan or Serviced Whole Loan becomes (or,
but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together
with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed
to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Whole Loan becomes a Corrected
Mortgage Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of 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 Special Servicer with respect to each Corrected Mortgage Loan (other than with respect to the Non-Serviced
Mortgage Loans) equal to the Workout Fee Rate applied to each collection of interest (other than Default Interest) and


 






    	-108-



    	 



    

 


principal
(other than any amount for which a Liquidation Fee is paid) received on such Corrected Mortgage Loan for so long as it remains
a Corrected Mortgage Loan; provided that no Workout Fee shall be payable by the Trust with respect to a Corrected Mortgage
Loan if and to the extent that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of the definition
of “Specially Serviced Loan” (and no other clause thereof) and no mortgage loan 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 hereof; provided, further that if a Mortgage Loan or Serviced Whole Loan becomes a Specially
Serviced Loan only because of an event described in clause (a)(ii) of the definition of “Specially Serviced Loan”
as a result of a payment default at maturity and the related collection of principal and interest is received within 90 days
following the related maturity date in connection with the full and final payoff or refinancing of the related Mortgage Loan (other
than a Non-Serviced 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 Mortgagor in connection with such workout; provided, further
that the Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Mortgage Loan shall be reduced by any
Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to such Mortgage Loan or Serviced Whole Loan
as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those fees have
not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Workout Fee
Rate”: A rate equal to the lesser of (a) 1.0% with respect to any Corrected Mortgage 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 Mortgage 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 Mortgage Loan through and including the then related maturity date).


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Companion Loan, the yield maintenance charge or prepayment premium, if
any, payable under the related Note (in the case of a Mortgage Loan) or the related note(s) in favor of the related Companion Loan
Holder (in the case of a Companion Loan) in connection with certain prepayments.


 


“YM Groups”:
As defined in Section 4.01(c) of this Agreement.


 


“YM Group A”:
As defined in Section 4.01(c) of this Agreement.


 






    	-109-



    	 



    

 


“YM Group B”:
As defined in Section 4.01(c) of this Agreement.


 


Section 1.02    Certain Calculations.
Unless otherwise specified herein, the following provisions shall apply:


 


(a)          All calculations
of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and Mortgage.


 


(b)          For purposes of
distribution of Yield Maintenance Charges pursuant to Section 4.01(c) of this Agreement on any Distribution Date,
the Class of Certificates as to which any prepayment shall be deemed to be distributed shall be determined on the assumption
that the portion of the Principal Distribution Amount paid to the Certificates on such Distribution Date in respect of principal
shall consist first of scheduled payments included in the definition of Principal Distribution Amount and second of prepayments
included in such definition.


 


(c)          Any Mortgage Loan
payment is deemed to be received on the date such payment is actually received by the Master Servicer, the Special Servicer or
the Certificate Administrator; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan on which interest
accrues.


 


(d)          All amounts collected
by or on behalf of the Trust in respect of any Mortgage Loan (and, in the case of any Non-Serviced Mortgage Loan, subject to any
prior allocations under the related Co-Agreement and/or the applicable Other Pooling and Servicing Agreement) in the form of payments
from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be allocated to amounts due
and owing under the related Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express
provisions of the related Loan Documents and Co-Lender Agreement; provided, however, in the absence of such express
provisions of the related Loan Documents and in any event for purposes of calculating distributions hereunder after an event of
default under the related Mortgage Loan (to the extent not cured or waived), in each case only to the extent such amount is an
obligation of the related Mortgagor in the related Loan Documents, all such amounts collected shall be deemed to be allocated for
purposes of collecting amounts due under the Mortgage Loan in the following order of priority:


 


(i)           as
a recovery of any unreimbursed Advances with respect to such Mortgage Loan and unpaid interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest thereon to the extent previously allocated from principal collections with
respect to such Mortgage Loan;


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on such Mortgage
Loan at the related Mortgage Loan Rate through and including the end of the


 






    	-110-



    	 



    

 


related Mortgage Loan interest accrual period in which
such collections are received by or on behalf of the Trust, over (B) the cumulative amount of the reductions (if any) in the
amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this
Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery
of accrued and unpaid interest pursuant to clause (v) below on earlier dates);


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, 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 (or, if the Mortgage Loan has
been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)          as
a recovery of 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 theretofore occurred under Section 4.06(a)
of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated
as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)         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;


 


(vii)        as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)       as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(ix)         as
a recovery of any Default Interest or late payment charges then due and owing under such Mortgage Loan;


 


(x)          as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)         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


 


(xii)        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, payments or proceeds received with respect to any partial release of a Mortgaged Property (including
following a condemnation) if, immediately following such release, the Loan-To-Value ratio of the related Mortgage Loan or the Serviced
Whole Loan exceeds 125% (based solely on the value of the real


 






    	-111-



    	 



    

 


property and excluding personal property and going concern value,
if any), must be allocated to reduce the principal balance of the Mortgage Loan or the related Serviced Whole Loan in the manner
permitted by such REMIC Provisions.


 


(e)          Collections by
or on behalf of the Trust in respect of the REO Property for any REO Mortgage Loan (and, in the case of each Non-Serviced Mortgage
Loan, subject to any prior or alternative allocations under the related Co-Lender Agreement or the applicable Other Pooling and
Servicing Agreement) (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining
and disposing of such REO Property (and, with respect to any Serviced Whole Loan, except as expressly set forth in the related
Co-Lender Agreement)) shall be deemed allocated for purposes of collecting amounts due under the related REO Mortgage Loan, in
each case only to the extent such amount is or was an obligation of the related Mortgagor in the related Loan Documents, in the
following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances with respect to the related REO Mortgage Loan and interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to the related REO Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest thereon to the extent previously allocated from principal collections with
respect to the related REO Mortgage Loan;


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
REO Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on the related
REO Mortgage Loan at the related Mortgage Loan Rate through and including the end of the related Mortgage Loan interest accrual
period in which such collections are received by or on behalf of the Trust, over (B) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as
a recovery of accrued and unpaid interest pursuant to clauses (v) below or clause (d)(v) above on earlier dates);


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related REO Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)          as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not theretofore
been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) or clause (d)(v) above on earlier
dates);


 






    	-112-



    	 



    

 


(vi)          as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)         as
a recovery of any Default Interest or late payment charges then due and owing under the related REO Mortgage Loan;


 


(viii)        as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage
Loan; and


 


(ix)          as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan (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).


 


(f)            The applications
of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be determined
by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of any Mortgage
Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special Servicer
in accordance with the Servicing Standard.


 


(g)           All net present
value calculations and determinations made hereunder with respect to the Mortgage Loans, the Companion Loans or a Mortgaged Property
or REO Property (other than the Trust’s interest in any REO Property acquired with respect to any Non-Serviced Mortgage Loan)
(including for purposes of the definition of “Servicing Standard”) shall be made using the Calculation Rate.


 


(h)           The parties hereto
acknowledge that any payments, collections and recoveries received by the parties to the applicable Other Pooling and Servicing
Agreement related to each Non-Serviced Mortgage Loan are required to be allocated by such parties as interest, principal or other
amounts in accordance with the terms and conditions of the related Co-Lender Agreement and the related Non-Serviced Mortgage Loan.


 


Section 1.03    Certain Constructions. 


 


(a)           For purposes of
this Agreement, references to the most or next most subordinate Class of Certificates or Class PEZ Regular Interests
outstanding at any time shall mean the most or next most subordinate Class of Certificates or Class PEZ Regular Interest
then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F and Class G Certificates and the Class A-S,
Class B and Class C Regular Interests; provided, however, that for purposes of determining the most subordinate
Class of Certificates, in the event that the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates
are the only Classes of Certificates (other than the Class X and Class R Certificates) outstanding, the Class A-1,
Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B Certificates together will be treated as the
most subordinate Class of Certificates. For purposes of this Agreement, each Class of Certificates (other than the Class R
Certificates) and Class PEZ Regular Interest shall be deemed to be outstanding only to the extent its respective Certificate
Principal Amount or Notional Amount has not been reduced to zero. For purposes of this Agreement, the Class R Certificates
shall be


 






    	-113-



    	 



    

 


deemed to be outstanding so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of
this Agreement.


 


(b)           For purposes of
this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)            the terms defined
in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other
gender;


 


(ii)           references herein
to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions without
reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)          a reference
to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which
the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)          the words “herein”,
“hereof”, “hereunder”, “hereto”, “hereby” and other words of similar import refer
to this Agreement as a whole and not to any particular provision; and


 


(v)           the terms “include”
or “including” shall mean without limitation by reason of enumeration.


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01    Conveyance
of Mortgage Loans.


 


(a)           The Depositor,
concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as GS Mortgage Securities Trust
2015-GS1, 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 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 each Loan Purchase Agreement, (iii) the Co-Lender Agreements and (iv) 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 (other than
payments of principal, interest and other amounts due and payable on the Mortgage Loans 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


 






    	-114-



    	 



    

 


related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.08 of this Agreement, 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 each
Mortgage Loan Seller (pursuant to the related 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, 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 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 Special
Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements
of the related 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 applicable 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 applicable 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 Loan Holder, 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 Loan Holder,
in accordance with the applicable terms thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan Seller
shall be deemed to have satisfied any delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate
of the applicable 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
Loan Holder, in accordance with the applicable terms thereof and/or of the related Loan Documents, the applicable Mortgage Loan
Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if
the related 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 (in the case of the Element LA Mortgage Loan, subject to the provisions
relating to assignment set forth in the definition of “Mortgage File”). The applicable 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
Loan Holder, and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in
connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended
in order that it may be drawn by the Master Servicer on behalf of the


 






    	-115-



    	 



    

 


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


 


After the Depositor’s
transfer of the Mortgage Loans 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 secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related
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 related 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 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 each Mortgage Loan Seller has covenanted in the applicable Loan Purchase Agreement that, except
with respect to any Non-Serviced Mortgage Loan, it shall cause AMO to record and file at the related Mortgage Loan 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. Notwithstanding
the foregoing, in the case of the Element LA Mortgage Loan (prior to its becoming a Non-Serviced Mortgage Loan), the timing of
any recordation of the documents referred to herein shall be governed by the last paragraph of the definition of “Mortgage
File” and, following the Element LA Companion Loan Securitization Date, if such recordation has been effected, such documents
shall be assigned in accordance with the last paragraph of the definition of “Mortgage File”.


 


The Depositor hereby
represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Loan Purchase Agreement as to each
Mortgage Loan


 






    	-116-



    	 



    

 


(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 applicable 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 applicable Mortgage Loan Seller or its designee, in which case the applicable 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 applicable 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 direct the applicable Mortgage Loan Seller (pursuant to the Loan Purchase
Agreement) promptly to 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 applicable 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
applicable Mortgage Loan Seller (pursuant to the related 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 Loans) or the related Serviced
Companion Loan, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including
any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the
Certificates) 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
applicable Mortgage Loan Seller, and (iii) all unapplied Escrow Payments and reserve funds in the possession or under the control
of the applicable Mortgage Loan Seller that relate to such Mortgage Loans or any related Serviced Companion Loan, provided
that copies of any document in the Mortgage File and any other document, record or item referred to above in this sentence that
constitutes a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date; provided,
further, that the applicable Mortgage Loan Seller shall not be required to deliver any draft


 






    	-117-



    	 



    

 


documents, privileged or other
communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations.
In addition, attached as Exhibit P 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 Loan 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 each 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 Loan
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.


 


Section 2.02    Acceptance
by the Trustee, the Custodian and the Certificate Administrator.


 


(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 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) 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 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 Loan 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 Loan Holder.
In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, the applicable Mortgage Loan
Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage 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 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


 






    	-118-



    	 



    

 


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.


 


(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 applicable Mortgage Loan Seller has
repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it with
respect to each Mortgage 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 respective Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit N
to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial
Purchaser (and upon request, in the case of a Serviced Whole Loan, to the related Companion Loan Holder) that, as to each Mortgage
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 Loans),
(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 related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with the
related 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 it or the Custodian with respect to such Mortgage Loan have been reviewed by it or 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 (iv) based on the examinations referred to in Section 2.02(a) 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 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. 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 Loan Holder and any Underwriter and any Initial Purchaser on request.


 


(c)          It is acknowledged
that none of the Trustee, the Master Servicer, the 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


 






    	-119-



    	 



    

 


than what they purport to be on their face. Furthermore, none of the Trustee,
the Master Servicer, the 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, 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    Mortgage
Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of
Representations and Warranties.


 


(a)          If (i) any
party hereto (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File has not been
properly executed, is missing, contains information that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”)
or (B) discovers or receives notice alleging a breach of any representation or warranty of the applicable Mortgage Loan Seller
made pursuant to Section 6(c) of the related Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”)
or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or
replacement of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”),
then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Companion
Loan Holder (if applicable) and, subject to Section 11.13 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(b) of this Agreement to
materially and adversely affect, the value of the related Mortgage Loan (or any related REO Property) or the interests of the Certificateholders
therein or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material
Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Special
Servicer shall determine, with respect to any affected Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material
Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Document
Defect or Material Breach, then the Special


 






    	-120-



    	 



    

 


Servicer shall give prompt written notice thereof to the applicable Mortgage Loan Seller,
the other parties hereto and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event). Promptly upon becoming aware of any Material Document Defect or Material Breach (including through a written notice given
by the Master Servicer or the Special Servicer, as provided above), the Master Servicer (if the related Mortgage Loan is a Performing
Loan) or Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall require the applicable
Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s discovery or
receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material Breach,
as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a Qualified
Mortgage, not later than 90 days from any party discovering such Material Document Defect or Material Breach), to cure the
same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith)
or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, either
to (i) repurchase the affected Mortgage Loan or any related REO Property (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 (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided
that in no event shall any such substitution occur later than the second anniversary of the Closing Date) and pay the Master Servicer
for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity with the
applicable Loan Purchase Agreement and this Agreement; provided, however, that if (i) such Material Document
Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect
or Material Breach is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage
Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within
such 90 day period, then such Mortgage Loan Seller shall have an additional 90 days to complete such cure or, in the
event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed that, in connection
with such Mortgage Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller shall deliver an
Officer’s Certificate to the Trustee, the Special Servicer and the Certificate Administrator setting forth the reasons such
Material Document Defect or Material Breach is not capable of being cured within the initial 90 day period and what actions
such Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates
that such Material Document Defect or Material Breach will be cured within such additional 90 day period); and provided,
further, that, if any such Material Document Defect is still not cured after the initial 90 day period and any such
additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded document, then
such 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 such Mortgage Loan Seller certifies to the Trustee, the Special Servicer and the Certificate Administrator
every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded
document and that such 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 is to be repurchased, the Master


 






    	-121-



    	 



    

 


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 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 shall be on a whole loan, servicing released basis.
Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of
substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced, and received by the Master
Servicer or the 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. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect
to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the
Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master
Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt.


 


If the Special Servicer
or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously
received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties
hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any
Companion Loan Holder (if applicable) and, subject to Section 11.13 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 Special Servicer receives
a Repurchase Communication that any Mortgage Loan that was subject of a Repurchase Request has been repurchased or replaced (a
“Repurchase”), or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”),
then the Special Servicer shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase
Request Rejection to the Depositor, the applicable Mortgage Loan Seller unless it is the entity that has repurchased or replaced
the subject Mortgage Loan or rejected such Repurchase Request, and unless it is the party that notified the Special Servicer thereof,
the Certificate Administrator and the Trustee.


 


Each notice of a Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to
this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no later than ten (10) Business
Days after receipt of a Repurchase Communication of such 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 Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request
Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase
Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement
as to whether the Special Servicer currently plans to pursue such Repurchase Request.


 






    	-122-



    	 



    

 



If the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase Communication of a Repurchase
Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party shall promptly forward
such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection
to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to the occurrence and continuance of
a Consultation Termination Event, the Controlling Class Representative, and include the following statement in the related correspondence:
“This is a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase Request Withdrawal”]
[a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a) of the Pooling and Servicing
Agreement relating to the GS Mortgage Securities Trust 2015-GS1 Commercial Mortgage Pass-Through Certificates, Series 2015-GS1,
requiring action by you as the recipient of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase] [Repurchase
Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to the foregoing provisions of this paragraph,
the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with the notice procedures
set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication of such 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(a) (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. Each
Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided
only to assist the related 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(a) by a 15Ga-1 Notice Provider in a
15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may
have with respect to the related Loan Purchase Agreement, including with respect to any 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 each 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 related Mortgage Loan Seller (or other
responsible repurchasing entity) repurchases the related Companion Loan pursuant to the Other Pooling and Servicing Agreement,
such Mortgage Loan Seller shall also repurchase such Non-Serviced Mortgage Loan; provided, however, that such repurchase obligation
does not


 



    	-123-



    	 



    

 


apply to any “material document defect” related solely to the promissory note for such Companion Loan.


 


(b)          Subject to the
applicable 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 such 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 applicable Loan Purchase Agreement for any Mortgage 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, defending any claim asserted by any Mortgagor or third
party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate significant servicing obligation.


 


(c)          In connection
with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this Section
2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall each tender
to the applicable Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the applicable 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 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 applicable
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 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(c), 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 Mortgage 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.


 


(d)          The related Loan
Purchase Agreement provides the sole remedies available to the Certificateholders, or the Certificate Administrator or the Trustee
on behalf of


 



    	-124-



    	 



    

 


the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.


 


Section 2.04     Representations
and Warranties of the Depositor.


 


(a)          The Depositor
hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Companion
Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of
the Closing Date, 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 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 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


 



    	-125-



    	 



    

 


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 ability of the Depositor to
carry out the transactions contemplated by this Agreement;


 


(v)          The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(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 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 as was transferred to it by the related Mortgage
Loan Seller pursuant to the related Loan Purchase Agreement;


 


(viii)       The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) 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 (as such was transferred to it by
the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) 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)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Whole Loan, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Companion Loan
Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.05     Representations,
Warranties and Covenants of the Master Servicer.


 


(a)          The Master Servicer
hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced


 



    	-126-



    	 



    

 


Companion Loan Holders, and to the Depositor, the Special Servicer, the Operating Advisor and the Certificate
Administrator, 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 jurisdiction in which a 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 violate the Master Servicer’s organizational documents or constitute a default (or an event
that, 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 that is applicable to it or any of its assets, in each case, which does
or 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;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to
violations of securities laws;


 


(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 do 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 Master Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely 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 that 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 either the ability of the Master


 



    	-127-



    	 



    

 


Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


 


(vii)        Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section
3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the
requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Master Servicer’s subsequent performance of this Agreement.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole
Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder
and the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section 2.06     Representations,
Warranties and Covenants of the Special Servicer.


 


(a)          The Special Servicer
hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to and with the Depositor and the Master Servicer, the Operating Advisor and the Certificate
Administrator, as of the Closing Date, that:


 


(i)           The
Special 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 Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 



    	-128-



    	 



    

 


(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not violate the Special Servicer’s organizational documents or constitute a default (or an event
that, 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 that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this
Agreement or the financial condition of the Special Servicer;


 


(iii)         The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and
other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to
violations of securities laws;


 


(v)          The
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 do 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 Special Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the 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 Special Servicer’s knowledge, threatened against the Special Servicer that
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;


 


(vii)        Each
officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer
pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of
Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of


 



    	-129-



    	 



    

 


this Agreement or the Special Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.07     Representations
and Warranties of the Trustee.


 


(a)          The Trustee hereby
represents and warrants to the Depositor, for the benefit of the Certificateholders and the Companion Loan Holders, and to the
Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, 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; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)          the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or by laws or shareholders’ resolutions or constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or
any of its assets;


 


(iii)         except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or
separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the
Trustee has the full power and authority to enter into and consummate the transactions


 



    	-130-



    	 



    

 


contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting
to provide indemnification or contribution with respect to violations of securities laws;


 


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


 


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


 


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


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the
party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section 2.08     Representations
and Warranties of the Certificate Administrator.


 


(a)          The Certificate
Administrator hereby represents and warrants to the Depositor, for the benefit of the Certificateholders and the Companion Loan
Holders, and to the


 



    	-131-



    	 



    

 


Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Trustee, as of the Closing
Date, that:


 


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


 


(ii)          the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or by laws or shareholders’
resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


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


 


(iv)         this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


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


 


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


 



    	-132-



    	 



    

 


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


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Companion Loan Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced
Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section 2.09     Representations,
Warranties and Covenants of the Operating Advisor.


 


(a)          The Operating
Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Companion
Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, 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 the jurisdiction in which each 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 violate the Operating Advisor’s organizational documents or constitute a default (or an
event that, 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 that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(iii)         The
Operating Advisor 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


 



    	-133-



    	 



    

 


Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and
other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(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 do 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 Operating
Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating
Advisor to perform its obligations under this Agreement;


 


(vi)         No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that
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


 


(vii)        No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Operating Advisor 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 Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the
party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class
Representative.


 


Section 2.10     Execution
and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.


 


(a)          The Trustee acknowledges
the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents


 



    	-134-



    	 



    

 


constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and
2.02 of this Agreement and, concurrently with such delivery, (i) the Trustee acknowledges and hereby declares that it holds
the Mortgage Loans for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest)
and the Lower-Tier REMIC, (ii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and
the Lower-Tier Residual Interest in exchange for the assets of the Lower-Tier REMIC, (iii) the Depositor hereby conveys all right,
title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee,
receipt of which is hereby acknowledged, and the Trustee acknowledges and hereby declares that it holds the same on behalf of the
Holders of the Certificates and the Upper-Tier REMIC, and (iv) the Certificate Administrator acknowledges that it has executed
and caused to be authenticated and delivered to and upon the order of the Depositor, (A) in exchange for the assets of the Upper-Tier
REMIC, the Regular Certificates, the Class PEZ Regular Interests and the Upper-Tier Residual Interest, evidencing ownership of
the Upper-Tier REMIC, and (B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual
Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator.


 


(b)          The Depositor,
as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the Class PEZ Regular Interests to the Trustee for the benefit of
the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest),
(ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii) the Class
C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates
(to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges
the assignment to it of the Class PEZ Regular Interests, (ii) declares that it holds and will hold the Class PEZ Regular Interests
in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates and (iii) has caused
the Certificate Administrator to execute, and has caused the Authenticating Agent to authenticate and deliver to or upon the order
of the Depositor, in exchange for the Class PEZ Regular Interests, and the Depositor hereby acknowledges the receipt by it or its
designees of the Exchangeable Certificates in authorized Denominations.


 


Section 2.11     Miscellaneous
REMIC and Grantor Trust Provisions.


 


(a)          The
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF,
Class LG and Class LH Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the
meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby
designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section
860G(a)(2).


 


(b)          The Regular Certificates
and the Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the
meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates)





 



    	-135-



    	 



    

 


is hereby designated
as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(c)          The Closing Date
is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest
possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests, the Regular Certificates
and the Class PEZ Regular Interests is the Rated Final Distribution Date.


 


(d)          None of the Depositor,
the Trustee, the Master Servicer, the Special Servicer or the Operating Advisor or the Certificate Administrator shall enter into
any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated
herein.


 


(e)          Each Class of
the Class A-S, Class B, Class C and Class PEZ Certificates shall represent undivided beneficial interests in its corresponding
portion of the Trust Fund consisting of, respectively, the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor
Trust Assets, the Class PEZ Specific Grantor Trust Assets, each of which portions will be treated as part of a “grantor trust”
within the meaning of subpart E, part I of subchapter J of the Code.


 


Article
III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section 3.01     Master
Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements.


 


(a)          The Master Servicer
(with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans that are not Specially
Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall
service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable
Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit
of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related
Companion Loan Holder(s) as a collective whole as if such Certificateholders and Companion Loan Holder(s) constituted a single
lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment
of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the
express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loans and, in the case of the Serviced Whole Loans,
the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent
consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement
or mezzanine loan intercreditor agreement, the Master Servicer and the Special Servicer shall seek to maximize the timely and complete
recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion
Loans. Subject only to the


 



    	-136-



    	 



    

 


Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting
alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01
and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and
administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing
Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan
Holder(s) (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion
Loan Holder(s) constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without
limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the
Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of
them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the
lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24
of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related
Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related
Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or
proceeding of any kind filed in the name of the Master Servicer or the Special Servicer in their respective capacity on behalf
of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master
Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan
or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of
this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer
the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Companion Loans in accordance with applicable law and the
terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors any reports required
to be provided to them thereby.


 


Subject to Section
3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver
to the Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this
Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer)
or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the
case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer
and the Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and
Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to
the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, 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 Special Servicer’s, as applicable, 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 the Special Servicer, as applicable, shall then provide five (5) Business Days’ written


 



    	-137-



    	 



    

 


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 the 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 the 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 registered to do business in any state. Each of the Master Servicer, the
Special Servicer and any Subservicer shall indemnify the Trustee for any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable
fees and disbursements of counsel incurred by the Trustee in any action or proceeding between the Master Servicer or the Special
Servicer, as applicable, and the Trustee or between the Trustee and any third party if the Trustee prevails on its indemnification
claim) incurred by reason or result of the negligent use or negligent or willful misuse of the power of attorney by the Master
Servicer or the Special Servicer, as applicable.


 


(b)          Unless otherwise
provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage
Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal
balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment.
Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with
Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof)
in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of
and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts.
If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior
to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as
a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve
account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan
(or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to
defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced
Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan).


 


(c)          The Master Servicer
may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that
(i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with
the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that,
following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the
applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in
writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach
or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a


 



    	-138-



    	 



    

 


Repurchase Request
Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing
Agreement may permit the Sub-Servicer to 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 3.01(c). The Master Servicer shall
pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement (and any assignment thereof)
to the Trustee. In the case of the Limited Sub-Servicing Agreement, dated November 1, 2015, between the Master Servicer and Berkeley
Point Capital LLC (“Berkeley Point”), in the event such agreement is terminated, the Master Servicer shall continue
to pay to Berkeley Point the servicing fees that would have been due to Berkeley Point under such agreement as though such agreement
remained in full force and effect; provided that such servicing fees shall be paid solely out of the Servicing Fee and only
for so long as the Master Servicer receives a Servicing Fee pursuant to this Agreement. Any Sub-Servicing Agreement entered into
by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master
Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption
by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into
Sub-Servicing Agreements.


 


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Sub-Servicer, shall
be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this
Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.


 


(d)          If the Trustee
or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee
or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out
the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable,
succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master
Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as
applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations
in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer
as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee
on behalf of the Trust or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved
of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor
Master Servicer, as applicable.


 


In the event that the
Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee,
or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered
to the Trustee or such successor Master Servicer all documents and records relating to


 



    	-139-



    	 



    

 


any Sub-Servicing Agreement and the Mortgage
Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its
reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor
Master Servicer, as applicable.


 


(e)          The parties hereto
acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders,
including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances,
to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation
of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion
Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative.
With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a Performing Loan) or the Special
Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted
to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications
to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and
obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder
of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. All provisions required to
be included herein by the related Co-Lender Agreement are deemed included. In the event of any conflict between this Agreement
and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.


 


(f)          Notwithstanding
anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance
on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Whole Loan is no longer
part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any
Property Advance on such Serviced Whole Loan. If pursuant to the foregoing sentence, the Master Servicer or the Trustee does not
intend to make a Property Advance with respect to a Serviced Whole Loan that the Master Servicer or the Trustee would have made
if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case
may be, shall promptly notify the holder of the related Companion Loan of its intention to no longer make such Property Advances
and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming
aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to a Serviced Whole Loan is removed
from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the related Companion Loan Holder
(or the master servicer of any securitization of the related Companion Loan) (i) a copy of the most recent inspection report and
the inspection report for the prior calendar year, (ii) copies of all financial statements collected from the related borrower
for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal
done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.


 



    	-140-



    	 



    

 


(g)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s obligations and responsibilities,
if any, hereunder and the Master Servicer’s authority, if any, with respect to each Non-Serviced Mortgage Loan and each Non-Serviced
Companion Loan related to each Non-Serviced Mortgage Loan are limited by and subject to the terms of each Co-Lender Agreement and
this Agreement and the rights of an Other Master Servicer and an Other Special Servicer with respect thereto under the applicable
Other Pooling and Servicing Agreement. The Master Servicer further recognizes the respective rights and obligations of an Other
Trustee and/or the Companion Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement including
with respect to (i) the allocation of collections on or in respect of a Non-Serviced Whole Loan in accordance with the related
Co-Lender Agreement, (ii) the purchase of a Non-Serviced Whole Loan or related Non-Serviced Mortgage Loan by the related Non-Serviced
Companion Loan Holder or their designees in accordance with the respective Co-Lender Agreement to the extent provided therein and
(iii) any cure rights that a Non-Serviced Companion Loan Holder may exercise, if applicable, in accordance with the related Co-Lender
Agreement. The Trustee shall cooperate with the Master Servicer in connection with the enforcement of the rights of the Trustee
on behalf of the Trust (as holder of each Non-Serviced Mortgage Loan) under each related Co-Lender Agreement and each applicable
Other Pooling and Servicing Agreement. The Master Servicer (under the power of attorney granted by the Trustee) shall take such
actions as it shall deem reasonably necessary to facilitate servicing of each Non-Serviced Companion Loan by the related Other
Master Servicer and Other Special Servicer, including, but not limited to, delivering appropriate requests for release to the custodian
(if any) in order to deliver any portion of the related Mortgage File to the related Other Master Servicer or Other Special Servicer
under the related applicable Other Pooling and Servicing Agreement.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee shall have any obligation or authority
to supervise any Other Master Servicer, any Other Special Servicer, any Other Operating Advisor, any Other Certificate Administrator,
any Other Trustee or any other party to the applicable Other Pooling and Servicing Agreement or to make Property Advances with
respect to any of the Non-Serviced Mortgage Loans or a Non-Serviced Companion Loan related to the Non-Serviced Mortgage Loans.
The obligation of the Master Servicer to provide information to the Certificate Administrator, the Trustee or any other Person
with respect to each Non-Serviced Mortgage Loan and any Non-Serviced Companion Loan related to each Non-Serviced Mortgage Loan
is dependent on their receipt of the corresponding information from an Other Master Servicer or an Other Special Servicer, as applicable.


 


(h)          The parties hereto
acknowledge that each Non-Serviced Whole Loan is subject to the terms and conditions of the respective Co-Lender Agreement and
further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Non-Serviced Mortgage Loan and Non-Serviced
Companion Loan are to be serviced and administered by an Other Master Servicer and Other Special Servicer in accordance with the
applicable Other Pooling and Servicing Agreement, and (ii) in the event that the applicable Non-Serviced Companion Loan is no longer
part of the trust fund created by the applicable Other Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan
remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Whole Loan shall be


 



    	-141-



    	 



    

 


serviced
in accordance with the applicable provisions of the applicable Other Pooling and Servicing Agreement as if such agreement was still
in full force and effect with respect to the related Whole Loan, until such time as a new servicing agreement has been agreed to
by the parties to the related 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 and any other requirements applicable to the related
Non-Serviced Mortgage Loan.


 


(i)           The parties hereto
recognize the respective rights and obligations of the “Initial Note Holders” and “Note Holders” under
the Co-Lender Agreements for such Non-Serviced Mortgage Loans, including with respect to the allocation of collections and losses
on or in respect of such Non-Serviced Mortgage Loans and the related Non-Serviced Companion Loans and the making of payments to
the “Initial Note Holders” and “Note Holders” in accordance with each such Co-Lender Agreement and the
applicable Other Pooling and Servicing Agreement. Although each Non-Serviced Mortgage Loan is not serviced and administered hereunder,
the Master Servicer for each such Non-Serviced Mortgage Loan shall have certain duties as set forth herein and shall constitute
the “Master Servicer” hereunder with respect to each such Non-Serviced Mortgage Loan.


 


If there are at any time
amounts due from the Trust, as holder of each Non-Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or
the applicable Other Pooling and Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account.
If the Master Servicer or the Special Servicer receives a request from a party to the applicable Other Pooling and Servicing Agreement
related to the Non-Serviced Mortgage Loans to (i) consent to a modification, waiver or amendment of, or other loan level action
related to, such Non-Serviced Mortgage Loan (and a modification, waiver or amendment of the applicable Other Pooling and Servicing
Agreement and/or the related Co-Lender Agreement shall not be subject to the operation of this sentence but shall instead be subject
to the operation of the second succeeding sentence) or (ii) exercise any consultation rights with respect to “Major Decisions”
(as such term or an analogous term is defined in the applicable Other Pooling and Servicing Agreement) in connection with such
Non-Serviced Mortgage Loan or any related REO Property, then the Master Servicer shall promptly forward any such request it receives
to the Special Servicer and the Special Servicer shall promptly deliver a copy of such request it receives (from the Master Servicer
or directly from a party to the applicable Other Pooling and Servicing Agreement) to 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) and the Controlling
Class Representative shall exercise any right of consent or consultation; provided, however, that, if such Non-Serviced
Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then the Controlling
Class Representative shall not exercise such right of consent or consultation without first having received such Rating Agency
Confirmation (payable at the expense of the party requesting such approval, if a Certificateholder or a party to this Agreement,
and otherwise from the Collection Account). If a Responsible Officer of the Trustee receives actual notice of a termination event
under the applicable Other Pooling and Servicing Agreement, then the Trustee shall notify the Master Servicer, the Special Servicer
and the Controlling Class Representative (in writing), and the Master Servicer and the Special Servicer shall act in accordance
with the


 



    	-142-



    	 



    

 


instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance
with the applicable Other Pooling and Servicing Agreement with respect to such termination event (provided that the Master Servicer
and the Special Servicer shall only be required to comply with such instructions if such instructions are in accordance with the
applicable Other Pooling and Servicing Agreement and not inconsistent with this Agreement); provided that, if such instructions
are not provided within a reasonable time period (not to exceed ten (10) Business Days or such lesser response time as is afforded
under the applicable Other Pooling and Servicing Agreement) or if the Master Servicer is not permitted by the applicable Other
Pooling and Servicing Agreement to follow such instructions or if a Control Termination Event has occurred, then the Master Servicer
shall take such action or inaction (to the extent permitted by the applicable Other Pooling and Servicing Agreement), as directed
in writing by the Holders of the Certificates entitled to a majority of the Voting Rights (such direction communicated to the Master
Servicer by the Certificate Administrator) within a reasonable period of time that does not exceed such response time as is afforded
under the applicable Other Pooling and Servicing Agreement. If the Trustee receives a written request from any party to the applicable
Other Pooling and Servicing Agreement for consent to or approval of a modification, waiver or amendment of the applicable Other
Pooling and Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any servicing agreement that is the
successor to and/or in replacement of the applicable Other Pooling and Servicing Agreement in effect as of the Closing Date or
a change in servicer under the applicable Other Pooling and Servicing Agreement, then the Trustee (if it shall have received a
prior Rating Agency Confirmation from each Rating Agency (at the expense of the party requesting such approval of the Trustee,
if a Certificateholder or a party to this Agreement and otherwise from the Collection Account) with respect to such consent or
approval) shall grant such consent or approval; provided that unless a Control Termination Event has occurred and is continuing,
the Trustee shall obtain the consent of the Controlling Class Representative prior to granting any such consent. The Trustee shall
not take any action and shall not be liable for failing to take any action except upon obtaining such consent and direction. During
the continuation of any termination event under the applicable Other Pooling and Servicing Agreement, each of the Trustee, the
Master Servicer and the Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The
reasonable costs and expenses incurred by the Master Servicer, Special Servicer or the Trustee in connection with such enforcement
shall be paid by the Master Servicer out of the Collection Account as a Servicing Advance. The Trustee and the Master Servicer
shall each promptly forward all material notices or other communications delivered to it in connection with the applicable Other
Pooling and Servicing Agreement to the other such party, the Depositor and (prior to the occurrence of a Control Termination Event)
the Controlling Class Representative and, if such notice or communication is in the nature of a notice or communication that would
be required to be delivered to the Rating Agencies if the related Non-Serviced Mortgage Loan were a Mortgage Loan that is serviced
and administered under this Agreement, to the Depositor (who shall promptly post such notice to the Depositor’s website in
accordance with Section 11.13) and, in accordance with Section 11.13, the Rating Agencies. Any obligation of the
Master Servicer, if any, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling
Class Representative and the Certificateholders with respect to


 



    	-143-



    	 



    

 


any Non-Serviced Mortgage Loan shall be dependent on its receipt
of the corresponding information and collections from an Other Master Servicer or an Other Special Servicer. Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate with the Controlling Class
Representative to facilitate the exercise by the Controlling Class Representative of any consent, approval or consultation rights
set forth in this Section 3.01(i); provided, however, the Trustee, the Certificate Administrator, the Master Servicer
and Special Servicer shall have no right or obligation to exercise any consent or consultation rights or obtain a Rating Agency
Confirmation on behalf of the Controlling Class Representative.


 


(j)           With respect to
the Non-Serviced Mortgage Loans, the parties to this Agreement agree as follows:


 


(i)           pursuant
to the applicable Other Pooling and Servicing Agreement, an Other Master Servicer is obligated to make “Property Advances”
and incur “Additional Trust Fund Expenses” (each as defined in the applicable Other Pooling and Servicing Agreement)
with respect to each Non-Serviced Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata
share and the pro rata share of the holder of the related Non-Serviced Companion Loan to be determined based on the respective
principal balances of such Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan) of any “Nonrecoverable
Property Advances” (and advance interest thereon) and any “Additional Trust Fund Expenses” (each as defined in
the applicable Other Pooling and Servicing Agreement), but only to the extent that they relate to servicing and administration
of the Non-Serviced Mortgage Loans, including without limitation, any unpaid “Special Servicing Fees”, “Liquidation
Fees” and “Workout Fees” (each as defined in the applicable Other Pooling and Servicing Agreement) relating to
the Non-Serviced Mortgage Loans; and in the event that the funds received with respect to each Non-Serviced Whole Loan are insufficient
to cover “Servicing Advances” or “Additional Trust Fund Expenses” (each as defined in the applicable Other
Pooling and Servicing Agreement), (i) the Master Servicer shall, promptly following notice from an Other Master Servicer, reimburse
an Other Master Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, as applicable (such
reimbursement, to the extent owed to an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, may be
paid by the Master Servicer to an Other Master Servicer, who shall pay such amounts to an Other Special Servicer, an Other Certificate
Administrator or an Other Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro
rata (such pro rata share and the pro rata share of the holder of the related Non-Serviced Companion Loan to
be determined based on the respective principal balances of such Non-Serviced Mortgage Loan and the related Non-Serviced Companion
Loan) share of any such “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (each
as defined in the applicable Other Pooling and Servicing Agreement), and (ii) if the applicable Other Pooling and Servicing Agreement
permits an Other Master Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee to reimburse
itself from an Other Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that an Other
Master Servicer, an Other Special Servicer, an Other Certificate Administrator or an Other Trustee, as applicable, may do so and
the Master Servicer shall be required to, promptly following


 



    	-144-



    	 



    

 


notice from an Other Master Servicer, reimburse an Other Trust out
of general funds in the Collection Account for the Trust’s pro rata share (such pro rata share and the pro
rata share of the holder of the related Non-Serviced Companion Loan to be determined based on the respective principal balances
of such Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan) of any such “Nonrecoverable Servicing Advances”
and/or “Additional Trust Fund Expenses” (each as defined in the applicable Other Pooling and Servicing Agreement) specifically
related to the subject Non-Serviced Mortgage Loan;


 


(ii)          each
of the parties to the applicable Other Pooling and Servicing Agreement and any of their respective directors, officers, employees
or agents and the Other Securitization Trust, shall be indemnified by the Trust with respect to losses, costs and expenses relating
to a Non-Serviced Mortgage Loan and the related Mortgaged Property as and to the same extent the applicable Other Securitization
Trust is required to indemnify each of such Persons in respect of other mortgage loans in an Other Securitization Trust pursuant
to the terms of Other Pooling and Servicing Agreement by the Trust to the extent of the Trust’s pro rata share of
such indemnified items, and to the extent amounts on deposit in the “Serviced Whole Loan Custodial Account” (as defined
in the applicable Other Pooling and Servicing Agreement) are insufficient for reimbursement of such amounts, the Master Servicer
shall, promptly following notice from an Other Master Servicer, reimburse each of such applicable Persons for the Trust’s
pro rata share of the insufficiency out of general funds in the Collection Account;


 


(iii)         in
the event of a conflict between the provisions of this Agreement and the related Co-Lender Agreement, the related Co-Lender Agreement
shall prevail, provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take action or
omit to take action in accordance with the terms of the Co-Lender Agreement, that would cause the Master Servicer or the Special
Servicer to violate the Servicing Standard or REMIC Provisions; and


 


(iv)         the
Other Master Servicer, Other Special Servicer and Other Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)          To the extent
required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the
related Mortgage Loan in accordance with such Loan Documents.


 


Section
3.02     Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement, any
of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and any Person acting
as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer
or otherwise, the Master Servicer shall remain obligated and primarily liable for the servicing and administering of the
Mortgage Loans (other than with respect to the primary servicing of any Non-Serviced Mortgage Loans) and the Serviced
Companion Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from any Person acting as
Sub-Servicer (or its agents or subcontractors) to the same extent and under the same


 



    	-145-



    	 



    

 


terms
and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans (other than with respect to
the primary servicing of any Non-Serviced Mortgage Loans) and the Serviced Companion Loans. The Master Servicer shall be entitled
to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer by such Sub-Servicer, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification
shall be deemed to limit or modify this Agreement.


 


Section 3.03     Collection
of Certain Mortgage Loan Payments.


 


(a)          The Master Servicer
(with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, shall use
commercially reasonable efforts in accordance with the Servicing Standard to collect all payments called for under the terms and
provisions of the Mortgage Loans (excluding the Non-Serviced Mortgage Loans) and the Serviced Companion Loan it is obligated to
service hereunder (including Special Servicing Fees, Workout Fees, Liquidation Fees (in the case of Specially Serviced Loans only)
and any other fees payable to the Master Servicer or the Special Servicer if and to the extent the related Loan Documents require
the related Mortgagor to pay such fees), and shall follow the Servicing Standard with respect to such collection procedures. For
clarification, no obligation of the Master Servicer or the Special Servicer to use commercially reasonable efforts to collect fees
from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections or other
proceeds in accordance with Section 3.06(a) and 3.06A of this Agreement, whether or not such Special Servicing Fees, Workout Fees
or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with respect to the Mortgage Loans
(other than Non-Serviced Mortgage Loans) other than Specially Serviced Loans, and Special Servicer, with respect to the Specially
Serviced Loans, shall use its reasonable efforts to collect income statements, rent rolls and other reporting information from
Mortgagors (as required under the related Loan Documents). Consistent with the foregoing, the Master Servicer (with respect to
Performing Loans) or Special Servicer (with respect to Specially Serviced Loans), as applicable, may in its discretion waive any
Penalty Charges in connection with any delinquent Monthly Payment with respect to any Mortgage Loan or Companion Loan. In addition,
the Master Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans and
the Serviced Companion Loans as are permitted or required under this Section 3.03.


 


(b)          The Certificate
Administrator shall deliver to an Other Depositor, an Other Trustee, an Other Certificate Administrator, an Other Special Servicer,
an Other Master Servicer and an Other Operating Advisor (A) promptly following the Closing Date, or, as applicable, upon receipt
of notice by the Certificate Administrator of the Element LA Companion Loan Securitization Date, written notice in the form of
Exhibit FF attached hereto stating that, as of the Closing Date, or, as applicable, as of the Element LA Companion Loan
Securitization Date, the Trust is the holder of such Non-Serviced Mortgage Loan and directing each such recipient 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 Co-Lender Agreement and the applicable Other
Pooling and Servicing Agreement (which notice shall also


 



    	-146-



    	 



    

 


provide contact information for the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the party designated to exercise the rights of the “Non-Controlling Note Holder”
under each Co-Lender Agreement (to the extent the Certificate Administrator has received notice of the relevant contact information)),
accompanied by a statement that a copy of an executed version of this Agreement is available upon request, 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 funds, deposit into the Collection Account all amounts received with respect to
each Non-Serviced Mortgage Loan, the Mortgaged Property related to each Non-Serviced Mortgage Loan or any related REO Property.


 


(c)          With respect to
each Non-Serviced Mortgage Loan, if the Master Servicer does not receive from an Other Master Servicer any Monthly Payment or other
amounts known by the Master Servicer to be owing on each Non-Serviced Mortgage Loan in accordance with the terms of the applicable
Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide notice of
such failure to an Other Master Servicer, an Other Trustee and an Other Certificate Administrator.


 


Section 3.04     Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)          With respect to
each Mortgaged Property securing a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan, the Master
Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments,
ground rents and other similar items that are or may become a lien on the related Mortgaged Property and the status of insurance
premiums payable with respect thereto. From time to time, to the extent such payments are to be made from escrowed funds, the Master
Servicer shall (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect payment of all
such bills with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in each case employing
for such purpose Escrow Payments as allowed under the terms of the related Mortgage Loan (other than the Non-Serviced Mortgage
Loans) or Serviced Whole Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance with
the Servicing Standard that a Mortgagor (other than with respect to the Non-Serviced Mortgage Loans) has failed to make any such
payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before the applicable
penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master
Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance. Notwithstanding
anything in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing Standard elect (but is not
required) to make (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer will be required to make)
a payment from amounts on deposit in the Collection Account that would otherwise be a Property Advance with respect to a Mortgage
Loan (other than the Non-Serviced Mortgage Loans) notwithstanding that the Master Servicer or the Special Servicer has determined
that such a Property Advance would, if advanced, be a Nonrecoverable Property


 



    	-147-



    	 



    

 


Advance, if making the payment 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 would remediate any
adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance, the Master Servicer or
the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment is in the best
interest of the Certificateholders and any related Companion Loan Holder(s) (as a collective whole as if the Certificateholders
and such Companion Loan Holder(s) constituted a single lender). If the Special Servicer makes such a determination, it shall notify
the Master Servicer and the Master Servicer shall make such payment from the Collection Account. No costs incurred by the Master
Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions
to Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit.


 


(b)          The Master Servicer
shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Whole Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more segregated
custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within two
(2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable Escrow
Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this Agreement
and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of any Mortgaged
Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the related Mortgage
Loan requires or permits it to be held in an account that is not an Eligible Account) and (subject to any changes in the identities
of the Master Servicer and/or the Trustee) shall be entitled, “Midland Loan Services, a Division of PNC Bank, National Association,
a national banking association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee for the benefit
of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1,
the Companion Loan Holders, and Various Mortgagors.” Withdrawals from an Escrow Account may be made by the Master Servicer
only:


 


(i)           to
effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of
the related Mortgage Loan or Serviced Whole Loan, as applicable;


 


(ii)          to
transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable,
which represent late collections of Escrow Payments thereunder;


 



    	-148-



    	 



    

 


(iii)         for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced
Whole Loan, as applicable, and the Servicing Standard;


 


(iv)         to
clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)          to
pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Whole
Loan, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related Mortgagors
pursuant to the related Loan Documents; and


 


(vi)         to
remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)          In the event any
Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves to prepay the
related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Mortgage Loan,
then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such discretion.


 


(d)          To the extent
that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than the Non-Serviced Mortgage Loans) or a Serviced Whole Loan, or (ii) any repairs, capital improvements, actions or remediations
are required to have been taken or completed pursuant to the terms of the Mortgage Loan (other than the Non-Serviced Mortgage Loans)
or Serviced Whole Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination may
be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection
other than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be made
to Master Servicer under the related Loan Documents of supporting documentation have been made) whether the related Mortgagor has
failed to perform such obligations under the related Mortgage Loan or Serviced Whole Loan as of the date required under the related
Mortgage Loan or Serviced Whole Loan and report any such failure to the Special Servicer, the Companion Loan Holders and, prior
to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative within a reasonable
time after the date as of which such actions or remediations are required to be or to have been taken or completed.


 


Section 3.05     Collection
Account; Distribution Accounts and Excess Liquidation Proceeds Reserve Account.


 


(a)          The Master Servicer
shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee, for the benefit
of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account shall be established
and maintained as an Eligible Account. As and when required under this


 



    	-149-



    	 



    

 


Agreement, the Master Servicer shall transfer to the Collection
Account any amounts to be transferred thereto from a Serviced Whole Loan Custodial Account as contemplated by Section 3.06A(a)(i)
of this Agreement. In addition, the Master Servicer shall deposit or cause to be deposited in the Collection Account within two
(2) Business Days following receipt of properly identified funds the following payments and collections received or made by it
on or with respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan):


 


(i)           all
payments on account of principal on such Mortgage Loans, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on such Mortgage Loans;


 


(iii)         all
Yield Maintenance Charges on such Mortgage Loans;


 


(iv)         any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on
Permitted Investments with respect to funds held in the Collection Account;


 


(v)          all
Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance Proceeds,
Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)         any
amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B)
any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with
the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;
and


 


(vii)        any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer
or the Special Servicer, including pursuant to Section 2.03 of this Agreement.


 


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and
defeasance fees need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable and,
to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain
any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees received with respect
to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or
the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees
and/or defeasance fees in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in
the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other
party (i.e., the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if
the Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which


 



    	-150-



    	 



    

 


such
other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. The Master Servicer and the
Special Servicer shall not deposit any Penalty Charges and Modification Fees received by the Master Servicer or the Special Servicer,
as applicable, with respect to any Mortgage Loan into the Collection Account and shall instead apply such fees in accordance with
Section 3.14 of this Agreement. In the event that the Master Servicer deposits 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. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee and the
Special Servicer of the location and account number of the Collection Account and shall notify the Certificate Administrator and
the Special Servicer in writing of any subsequent change thereof.


 


Upon receipt of any of
the amounts described in clauses (i) through (vii) above with respect to a Mortgage Loan (other than any Mortgage Loan related
to a Serviced Whole Loan), the Special Servicer shall promptly, but in no event later than one (1) Business Day after receipt,
remit such amounts to the Master Servicer for deposit into the Collection Account in accordance with the second preceding paragraph,
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive
endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that
relates to any Mortgage Loan (other than any Mortgage Loan related to a Serviced Whole Loan) shall initially be deposited by the
Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager
directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the Collection Account, all in
accordance with Section 3.16 of this Agreement.


 


(b)          The Certificate
Administrator shall establish and maintain the Lower-Tier Distribution Account and the Upper-Tier Distribution Account in the name
of the Certificate Administrator, in trust for the benefit of the Certificateholders. Each of the Distribution Accounts shall be
established and maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to each Distribution
Date, on or before such Distribution Date the Certificate Administrator shall be deemed to make or shall make the withdrawals from
the Lower-Tier Distribution Account, as set forth in Section 4.01 of this Agreement, shall be deemed to make the deposits
into the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, as set forth in Section 4.01 hereof, and
shall cause the amount of Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed in respect
of the Certificates, pursuant to Section 4.01 hereof on such date. For so long as Wells Fargo Bank, National Association
is acting as the Certificate Administrator, all funds held in the Lower-Tier Distribution Account and the Upper-Tier Distribution
Account shall remain uninvested.


 


(c)          The Certificate
Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds has occurred)
and maintain the Excess Liquidation Proceeds Reserve Account for the benefit of the Certificateholders. The


 



    	-151-



    	 



    

 


Excess Liquidation
Proceeds Reserve Account shall be maintained separate and apart from trust funds for mortgage pass-through certificates of other
series administered by the Certificate Administrator and other accounts of the Certificate Administrator. For so long as Wells
Fargo Bank, National Association is acting as the Certificate Administrator, all funds held in the Excess Liquidation Proceeds
Reserve Account shall remain uninvested.


 


(d)          Upon the disposition
of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation
Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such amount for deposit in the
Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on each Distribution
Date that exceed amounts reasonably anticipated to be required to offset possible future Realized Losses, as determined by the
Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each
case after application in accordance with Section 4.01(d)(i) of this Agreement, shall be distributed to the Holders of the
Class R Certificates in respect of the Lower-Tier Residual Interest.


 


(e)          [Reserved].


 


(f)           The Certificate
Administrator shall establish and maintain the Exchangeable Distribution Account in its own name on behalf of the Trustee, for
the benefit of the Holders of the Exchangeable Certificates. The Exchangeable Distribution Account shall be established and maintained
as an Eligible Account or as a sub-account of an Eligible Account. The Certificate Administrator shall make or be deemed to have
made deposits in and withdrawals from the Exchangeable Distribution Account in accordance with Article IV of this Agreement.


 


(g)          Notwithstanding
anything to the contrary herein, each Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve
Account may all be sub-accounts of a single Eligible Account. For the avoidance of doubt, the Collection Account, the Lower-Tier
Distribution Account, the Excess Liquidation Proceeds Account 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 Upper-Tier Distribution Account (including
interest, if any, earned on the investor of funds in such account) will be owned by the Upper-Tier REMIC and the Exchangeable Distribution
Account (including interest, if any, earned on the investment in such accounts) will be owned by the Grantor Trust for the benefit
of the Holders of the Exchangeable Certificates, each for federal income tax purposes.


 


Section 3.05A.     Serviced
Whole Loan Custodial Account.


 


(a)          The Master Servicer
shall establish and maintain, with respect to each Serviced Whole Loan, one or more separate accounts, which may be sub-accounts
of a single account (with respect to each Serviced Whole Loan, the “Serviced Whole Loan Custodial Account”)
in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer
on behalf of the Trustee for the benefit of the Certificateholders and the related Companion Loan Holder, as their interests may
appear; provided that a Serviced Whole Loan Custodial Account may be a sub-account or established as


 



    	-152-



    	 



    

 


a ledger entry account
of the Collection Account or another Serviced Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes
of applying the terms of this Agreement). Each of the Serviced Whole Loan Custodial Accounts shall be an Eligible Account or a
subaccount or a ledger entry account of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each
Serviced Whole Loan Custodial Account, within two Business Days following receipt (or, in the case of payments by the Master Servicer,
when otherwise required to be so deposited under this Agreement) of properly identified funds, the following payments and collections
received or made by it on or with respect to the Serviced Whole Loan:


 


(i)           all
payments on account of principal on the related Serviced Whole Loan, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on the related Serviced Whole Loan;


 


(iii)         all
Yield Maintenance Charges on the related Serviced Whole Loan;


 


(iv)         any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on
Permitted Investments with respect to funds held in such Serviced Whole Loan Custodial Account;


 


(v)          all
Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance Proceeds,
Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan;


 


(vi)         any
amounts received from the Mortgagor under the related Serviced Whole Loan that represent (A) recoveries of Property Protection
Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted
to be retained by the Master Servicer as provided herein; and


 


(vii)        any
other amounts required by the provisions of this Agreement to be deposited into such Serviced Whole Loan Custodial Account by
the Master Servicer or the Special Servicer, including any recovery of any Unliquidated Advances.


 


(b)          The foregoing
requirements for deposits in each Serviced Whole Loan Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees,
assumption application fees and defeasance fees need not be deposited in such Serviced Whole Loan Custodial Account by the Master
Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special
Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application
fees and/or defeasance fees received with respect to the Serviced Whole Loans in accordance with Section 3.12 of this Agreement;
provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees,
Assumption Fees, assumption application fees and/or defeasance fees in excess of the percentage of such fees to which it is entitled
pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer),
then it shall remit to the other party (i.e., the Special Servicer (if Master Servicer has received the excess percentage of


 



    	-153-



    	 



    

 


such
fees) or the Master Servicer (if the Special Servicer has received the excess percentage of such fees), as applicable) the percentage
of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable).
The Master Servicer and the Special Servicer shall not deposit any Penalty Charges and Modification Fees received by the Master
Servicer or the Special Servicer, as applicable, with respect to any Serviced Whole Loan into the related Serviced Whole Loan Custodial
Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance
with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Serviced Whole Loan Custodial Account
any amount not required to be deposited therein, it may at any time withdraw such amount from such Serviced Whole Loan Custodial
Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate
Administrator, the Trustee, the related Companion Loan Holders and the Special Servicer of the location and account number of each
Serviced Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder
and the Special Servicer in writing of any subsequent change thereof. Each Serviced Whole Loan Custodial Account shall be maintained
as a segregated account (or sub-account or ledger-entry account of such segregated account), separate and apart from trust funds
created for mortgage backed securities of other series and the other accounts of the Master Servicer.


 


(c)          Upon receipt of
any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) with respect to a Serviced Whole Loan, the
Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer
for deposit into the Serviced Whole Loan Custodial Account in accordance with Section 3.05A(a), unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement
or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a Serviced Whole Loan
shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted
by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit
into the related Serviced Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.


 


Section 3.06     Permitted
Withdrawals from the Collection Account.


 


(a)          The Master Servicer
may make withdrawals from the Collection Account only as described below (the order set forth below not constituting an order of
priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with the related
Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           to
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account and the
Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections 3.05(c),
3.23, 4.01(a)(i) and Section 4.06(a) of this Agreement, respectively;


 



    	-154-



    	 



    

 


(ii)          to
pay or reimburse the Master Servicer or the Trustee, (A) for Advances, including Nonrecoverable Advances, made thereby with respect
to Mortgage Loans that are not part of a Serviced Whole Loan (other than Workout-Delayed Reimbursement Amounts) and any related
Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of
any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant
to this clause (ii)(A) being limited to late collections of the particular item which was the subject of the related Advance,
Penalty Charges, Condemnation Proceeds, REO Proceeds, Insurance Proceeds and Liquidation Proceeds on or in respect of the particular
Mortgage Loan or REO Property respecting which such Advance was made, if applicable; provided that (x) prior to the time
any Advance is reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected
on the related Mortgage Loan pursuant to Section 3.14 of this Agreement, and (y) at the time any Advance (other than Workout
Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first from
Penalty Charges and Modification Fees collected on the related Mortgage Loan pursuant to Section 3.14 of this Agreement
and, to the extent such Penalty Charges and Modification Fees are insufficient, then from general collections on deposit in the
Collection Account, (B) for Advances made thereby with respect to Mortgage Loans that are part of a Serviced Whole Loan and any
related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement
of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such person
pursuant to this clause (ii)(B) being limited to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or
REO Property respecting which such Advance was made, which Net Liquidation Proceeds were received in connection with any of the
events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”, (C) to the extent not
reimbursed pursuant to Section 3.14 of this Agreement, for Advances and any related Advance Interest Amounts (or portion
thereof) that have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage
Loan, Serviced Whole Loan or REO Property after a Final Recovery Determination to the extent not recovered from the related Serviced
Whole Loan Custodial Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections
on the Mortgage Loans and REO Properties, and second, to the extent the principal portion of general collections is insufficient
and with respect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to
Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed
Reimbursement Amounts and Advance Interest Amounts thereon, first, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second,
upon a determination by the Master Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable
Advance, in the same manner as Nonrecoverable Advances may be reimbursed (provided that with respect to each Mortgage Loan
or REO Property that relates to a Serviced Whole Loan, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts
thereon shall first be reimbursed pursuant to Section


 



    	-155-



    	 



    

 


3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant thereto,
shall be paid from the Collection Account as provided in this clause (ii)(D));


 


(iii)          to
pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this
Agreement) and the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage
Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately
preceding Interest Accrual Period, the Special Servicing Fee (if any) in respect of the immediately preceding Interest Accrual
Period, and any Special Servicing Compensation (if any) in respect of the immediately preceding Prepayment Period, to be paid,
in the case of the Servicing Fee, from interest received on the related Mortgage Loan, and, in the case of the Special Servicing
Fee, from general collections, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b) of
this Agreement any interest or investment income earned on funds deposited in the Collection Account; provided, however,
that in the case of any Mortgage Loan or REO Property related to a Serviced Whole Loan, (A) Servicing Fees may be paid out of
the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds on or in respect
of such Mortgage Loan or REO Property, which Net Liquidation Proceeds were received in connection with any of the events described
in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event” and (B) Special Servicing Compensation shall
first be paid out of the related Serviced Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement
and may be paid out of the Collection Account pursuant to this clause (iii) only if and to the extent that such Special Servicing
Compensation has not been paid out of the related Serviced Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii)
of this Agreement;


 


(iv)          in
accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of general
collections on the Mortgage Loans and related REO Properties (including with respect to the Non-Serviced Mortgage Loans) for any
unreimbursed expense reasonably incurred by itself, the Trustee or the Special Servicer in connection with the enforcement of
a Mortgage Loan Seller’s obligations under Section 6(e) of the related Loan Purchase Agreement, together with interest thereon
at the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only
to the extent that such expenses are not otherwise reimbursable, each such Person’s right to reimbursement pursuant to this
clause (iv) with respect to any Mortgage Loan being subject to the following: (A) if the Purchase Price is paid for such Mortgage
Loan, then such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that represents such
expense in accordance with clause (f) of the definition of Purchase Price and (B) if no Purchase Price is paid or if an amount
less than the Purchase Price is paid (so that the amounts described in the foregoing clause (A) are insufficient) and proceedings
are instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the applicable Mortgage
Loan Purchase Agreement, then such Person shall be entitled to reimbursement from the Trust following the conclusion of such enforcement
action;


 



    	-156-



    	 



    

 


(v)          to
pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust
Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e) of this
Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement
(provided that with respect to each Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section
3.06A(a)(iv) of this Agreement to the extent related to such Serviced Whole Loan and if not reimbursed pursuant thereto, shall
be paid from the Collection Account as provided in this clause (v));


 


(vi)         to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor, CREFC® or the Depositor,
as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts), unpaid Trustee/Certificate Administrator
Fees, unpaid Servicing Fees in respect of a Mortgage Loan (but only if the Mortgage Loan has been liquidated or a Final Recovery
Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor Fees, unpaid
Operating Advisor Consulting Fees (but not with respect to Non-Serviced Mortgage Loans, and only to the extent such Operating
Advisor Consulting Fee is actually received from the related Mortgagor), unpaid CREFC® Intellectual Property Royalty
License Fees and other unpaid items incurred by or owing to such Person pursuant to the second sentence of Section 3.07(c),
Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of Section 3.12(a), the third
sentence of Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03, Section 7.04,
Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07 of this Agreement, or any other
provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each
case only to the extent expressly reimbursable or payable under such Section, it being acknowledged that this clause (vi) shall
not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth the extent
to which one of the foregoing Persons is or is not entitled to payment or reimbursement (provided that with respect to
each Mortgage Loan that is part of a Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v)
of this Agreement to the extent related to such Serviced Whole Loan and, if not reimbursed pursuant thereto, shall be paid
from the Collection Account as provided in this clause (vi));


 


(vii)        to
transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably
determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either
Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)       to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are
contemplated by Section 3.14 of this Agreement;


 



    	-157-



    	 



    

 


(ix)         to
withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(x)          to
clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent
that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph
above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Serviced Whole
Loan that represents a related Companion Loan’s allocable share of such cost, expense, indemnity, or Property Advance or
Advance Interest Amount thereon, the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amounts
out of collections on such Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related
Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Companion Loan, the “Trust Reimbursement
Amount No.1”) collected from or on behalf of the related Companion Loan Holder into the Collection Account.


 


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 an Other Master Servicer, Other Special Servicer, an Other Certificate Administrator or Other
Trustee, as applicable, by the holders of each Non-Serviced Mortgage Loan pursuant to each Co-Lender Agreement. In the absence
of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i)-(x) above.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account, amounts permitted to be paid
thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the
Operating Advisor or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing the
item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee
or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement
is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to recalculate
the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain a separate accounting
for the purpose of justifying any request for withdrawal from each Collection Account, on a loan by loan basis.


 


The Master Servicer shall
pay to, subject to Section 3.01(j)(i), an Other Master Servicer, an Other Special Servicer, an Other Certificate Administrator
or an Other Trustee, as applicable, from the Collection Account on each Master Servicer Remittance Date amounts


 



    	-158-



    	 



    

 


permitted to be
paid to such Other Master Servicer, such Other Special Servicer, such Other Certificate Administrator or such Other Trustee, as
applicable, therefrom based upon an Officer’s Certificate received from such Other Master Servicer, such Other Special Servicer,
such Other Certificate Administrator or such Other Trustee, as applicable, as of the first Business Day following the immediately
preceding Determination Date, describing the item and amount to which such Other Master Servicer, such Other Special Servicer,
such Other Certificate Administrator or such Other Trustee, as applicable, 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 Trustee, the Certificate
Administrator, the Operating Advisor, the Depositor, CREFC®, the Special Servicer and the Master Servicer shall
in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for
the reimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator Fees, Special
Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees, Operating Advisor Consulting Fees (but only
to the extent such Operating Advisor Consulting Fees are actually received from the related Mortgagor(s)), CREFC®
Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses
hereunder (including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses
are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts
paid directly to third party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer,
as applicable).


 


(b)          The Certificate
Administrator shall, upon receipt, deposit in the Lower-Tier Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Reserve Account any and all amounts received by the Certificate Administrator in accordance with Section
3.06(a)(i) of this Agreement except as provided in Section 3.05(b) and 3.05(c). If, as of 3:00 p.m., New York
City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the preceding sentence is
required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator for deposit in
the Lower-Tier Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account the amounts
required to be deposited therein pursuant to the provisions of this Agreement (including, without limitation, Section 3.06(a)(i)
of this Agreement), then the Certificate Administrator shall, to the extent that a Responsible Officer of the Certificate Administrator
has such knowledge, provide notice of such failure to the Master Servicer by email sent to NoticeAdmin@midlandls.com (or such alternative
email address provided by the Master Servicer to the Certificate Administrator in writing) and by facsimile transmission sent to
telecopy number (913) 253-9001 (or such alternative number provided by the Master Servicer to the Certificate Administrator in
writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day; provided, however,
that the Master Servicer will pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the applicable required remittance date to, but not including, the date until such late payment is received by the Certificate
Administrator.


 



    	-159-



    	 



    

 


Section 3.06A.   Permitted
Withdrawals from the Serviced Whole Loan Custodial Account.


 


(a)          The Master Servicer
may make withdrawals from the Serviced Whole Loan Custodial Account for each Serviced Whole Loan only as described below (the order
set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges and
Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           after
the Determination Date, and (1) on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to such Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in
any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), to transfer
to the Collection Account all amounts on deposit in the Serviced Whole Loan Custodial Account payable to the Trust pursuant to
the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable
Trust Reimbursement Amount, and (2) on the date specified in the related Co-Lender Agreement (or if no date is specified, on the
Business Day immediately following the Determination Date) in each calendar month (and also on the Business Day immediately following
the receipt of any funds from the REO Account for any REO Property related to such Serviced Whole Loan, if such funds are received
after the Determination Date and before the Distribution Date in any calendar month), to remit to each related Companion Loan Holder
all amounts on deposit in the Serviced Whole Loan Custodial Account payable to such Companion Loan Holder pursuant to the related
Co-Lender Agreement with respect to the related Companion Loan (or any successor REO Companion Loan), exclusive of any applicable
Trust Reimbursement Amount;


 


(ii)          to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee for Advances made thereby with respect to such Serviced
Whole Loan and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment
or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Companion Loan
Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Condemnation Proceeds, REO Proceeds,
Insurance Proceeds and Liquidation Proceeds on or in respect of the particular Serviced Whole Loan or any related REO Property;
provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not a Nonrecoverable Advance), then
neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall be reimbursed or paid, as the
case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield Maintenance Charges on or in
respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Companion Loan (or any successor REO Companion
Loan); and provided, further, that if such Advance is a P&I Advance with respect to the related Mortgage Loan (or a


 



    	-160-



    	 



    

 


successor
REO Mortgage Loan), then neither such Advance nor any related Advance Interest Amounts shall be reimbursed or paid, as the case
may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the related Companion Loan Holder with respect
to a related Companion Loan (or any successor REO Companion Loan);


 


(iii)         to
pay on or before each Master Servicer Remittance Date (1) to the Master Servicer as compensation, the aggregate unpaid Servicing
Fee with respect to such Serviced Whole Loan (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls)
in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on the related Mortgage Loan
or Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b)
any interest or investment income earned on funds deposited in such Serviced Whole Loan Custodial Account and (2) to the Special
Servicer as compensation, any Special Servicing Compensation and additional servicing compensation payable with respect to such
Serviced Whole Loan; provided, however, that no Servicing Fees or Special Servicing Compensation earned with respect to the related
Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise
payable to the related Companion Loan Holder with respect to a related Companion Loan (or any successor REO Companion Loan), and
no Servicing Fees or Special Servicing Compensation earned with respect to a related Companion Loan (or any successor REO Companion
Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the
related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended
to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid
Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Companion Loan from the related Companion
Loan Holder);


 


(iv)         to
pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Whole Loan and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)          to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Depositor, as applicable, for unpaid
Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of
Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a), Section 3.29(k), Section
6.03, Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07,
or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund,
in each case only to the extent expressly reimbursable or payable under such Section and to the extent related to such Serviced
Whole Loan and not related to amounts which are solely expenses of the Trust Fund (such as expenses related to administration of
the Trust Fund or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC), it being


 



    	-161-



    	 



    

 


acknowledged
that this clause (v) shall not be deemed to modify the substance of any such Section, including the provisions of such Section
that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; provided, however,
that no payment or reimbursement to the Operating Advisor, or payment of Trustee/Certificate Administrator Fees, or payment or
reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation, shall be made out of, or otherwise
result in a reduction of, amounts otherwise payable to the related Companion Loan Holder with respect to a related Companion Loan
(or successor REO Companion Loan), and no payment or reimbursement of costs and expenses associated with obtaining a Companion
Loan Rating Agency Confirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust
with respect to the related Mortgage Loan (or any successor REO Mortgage Loan);


 


(vi)         to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Serviced Whole Loan Custodial
Account as are contemplated by the related Co-Lender Agreement and, to the extent consistent with the related Co-Lender Agreement,
Section 3.14 of this Agreement;


 


(vii)        to
withdraw any amount deposited into such Serviced Whole Loan Custodial Account that was not required to be deposited therein;


 


(viii)       if
the related Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust,
to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and Servicing
Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Companion Loan (or REO
Companion Loan), together with interest thereon, provided that such reimbursement, together with interest, shall be made solely
out of payments and other collections on such Companion Loan (or REO Companion Loan); or


 


(ix)         to
clear and terminate such Serviced Whole Loan Custodial Account pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the
purpose of justifying any withdrawal from each Serviced Whole Loan Custodial Account pursuant to subclauses (i) - (ix) above. If
and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause
of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect
to a Serviced Whole Loan out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent
that the Trust has borne some or all of a related Companion Loan’s allocable share of such cost, expense, indemnity, or Property
Advance or Advance Interest Amount thereon, the Master Servicer shall use efforts consistent with the Servicing Standard to collect
such amounts disproportionately borne by the Trust out of collections on such Companion Loan (or, if and to the extent permitted
under the related Co-Lender Agreement, from the related Companion Loan Holder) and deposit all such amounts (collectively, with
respect to such Companion Loan, the “Trust Reimbursement Amount No. 2”


 



    	-162-



    	 



    

 


and, together with Trust Reimbursement
Amount No.1, the “Trust Reimbursement Amount”) collected from or on behalf of the related Companion Loan Holder
into the Collection Account.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Serviced Whole Loan Custodial Account, amounts permitted to be paid thereto from such account promptly upon
receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer
of the Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating
Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as
the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated
therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose
of justifying any request for withdrawal from each Serviced Whole Loan Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders to any funds on deposit in a Serviced Whole Loan Custodial Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts
and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be
reimbursed or paid from amounts on deposit in such Serviced Whole Loan Custodial Account pursuant to this Agreement and the related
Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however,
for the avoidance of doubt, neither the Trustee/Certificate Administrator Fee nor the Operating Advisor Fee shall be paid from
funds on deposit in a Serviced Whole Loan Custodial Account.


 


After the Determination
Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and
also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the
applicable Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any
calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master Servicer
shall remit for deposit in the Collection Account all amounts on deposit in a Serviced Whole Loan Custodial Account payable to
the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan), including any applicable Trust Reimbursement Amount; and on the date specified in the related Co-Lender Agreement (or if
no date is specified, on the Business Day immediately following the Determination Date) in each calendar month (and also on the
Business Day immediately


 



    	-163-



    	 



    

 


following the receipt of any funds from the REO Account for any REO Property related to the applicable
Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar month),
the Master Servicer shall remit to the related Companion Loan Holder all amounts on deposit in a Serviced Whole Loan Custodial
Account payable to such Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Companion
Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the
required remittance from the Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution Account
on such Master Servicer Remittance Date.


 


Section 3.07     Investment
of Funds in the Collection Account, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation
Proceeds Reserve Account and Other Accounts.


 


(a)          The Master Servicer,
or with respect to any REO Account, the Special Servicer, or, with respect to each Distribution Account, the Excess Liquidation
Proceeds Reserve Account and the Interest Reserve Account (the foregoing accounts, the “Certificate Administrator Accounts”),
the Certificate Administrator, may direct any depository institution maintaining the Collection Account, any Serviced Whole Loan
Custodial Account, any Mortgagor Accounts (subject to the second succeeding sentence), the Certificate Administrator Accounts and
the REO Accounts (each of the Collection Account, any Serviced Whole Loan Custodial Account, any REO Account, any Mortgagor Account
and any Certificate Administrator Account, for purposes of this Section 3.07, an “Investment Account”),
to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount,
and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to
be withdrawn from such Investment Account pursuant to this Agreement; provided that any amounts invested by the Certificate
Administrator in Permitted Investments managed or advised by the Certificate Administrator or its Affiliates shall mature on or
prior to the Distribution Date in time to be available to make timely distributions to Certificateholders. Any direction by the
Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account shall be in writing and shall certify
that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on
demand. In the case of any Reserve Account, Escrow Account or Lock-Box Account (the “Mortgagor Accounts”), the
Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent the Master Servicer is required
to do so under the terms of the respective Mortgage Loan (or Serviced Whole Loan) or related documents, provided that in
the absence of appropriate written instructions from the related Mortgagor or Manager meeting the requirements of this Section
3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds in such accounts
in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of
funds in an Investment Account shall be made in the name of the Certificate Administrator (on behalf of the Trustee for the benefit
of the Certificateholders) or in the name of a nominee of the Certificate Administrator. The Certificate Administrator shall have
sole control (except with respect to investment direction which shall be in the control of the Master Servicer (or the Special
Servicer, with respect to any REO Accounts or the Certificate Administrator with respect to the Certificate Administrator Accounts)
as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument


 



    	-164-



    	 



    

 


evidencing any
such investment shall be delivered directly to the Certificate Administrator or its agent (which shall initially be the Master
Servicer), together with any document of transfer, if any, necessary to transfer title to such investment to the Certificate Administrator
or its nominee. The Certificate Administrator shall have no responsibility or liability with respect to the investment directions
of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment direction
of the Certificate Administrator, the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from
Permitted Investments or otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment
direction of the Certificate Administrator, the Master Servicer, any Mortgagor or any property manager or any losses resulting
therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Master Servicer (or the Special Servicer in the case of REO Accounts,
or the Certificate Administrator, in the case of the Certificate Administrator Accounts), shall: (x) consistent with any notice
required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature
hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn
on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special
Servicer in the case of REO Accounts) that such Permitted Investment would not constitute a Permitted Investment in respect of
funds thereafter on deposit in the related Investment Account.


 


(b)          All income and
gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer, except
with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage Loan (or
Serviced Whole Loan) or applicable law to be for the benefit of the related Mortgagor, (ii) any REO Account, which shall be for
the benefit of the Special Servicer or (iii) the Certificate Administrator Accounts, which shall be for the benefit of the Certificate
Administrator and, if held in the Collection Account or REO Account shall be subject to withdrawal by the Master Servicer or the
Special Servicer, as applicable, in accordance with Section 3.06 or Section 3.16(b) of this Agreement, as applicable.
The Master Servicer (or with respect to any REO Account, the Special Servicer and with respect to the Certificate Administrator
Accounts, the Certificate Administrator) shall deposit from its own funds into any applicable Investment Account, the amount of
any loss incurred in respect of any such Permitted Investment immediately upon realization of such loss (except with respect to
losses incurred as a result of the related Mortgagor or Manager exercising its power under the related Loan Documents to direct
such investment in such Mortgagor Account); provided, however, that the Certificate Administrator, Master Servicer
or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income in such
Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Mortgagor Account
the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are invested for the benefit
of the Mortgagor under the terms of the Mortgage Loan (or Serviced Whole Loan) or applicable law, provided that, notwithstanding
the foregoing, none of the Master Servicer, the Special Servicer or the Certificate Administrator (in their respective capacities
as Master Servicer, Special Servicer and Certificate Administrator, respectively) shall be required to deposit any loss on an investment
of funds in an Investment


 



    	-165-



    	 



    

 


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
is not the Person or an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in
the definition of Eligible Account both (1) at the time such investment was made and (2) as of the date that is 30 days prior to
the insolvency; provided, however, that for so long as Wells Fargo Bank, National Association is acting as the Certificate
Administrator, the Certificate Administrator shall not invest such funds.


 


(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 Trustee may, and upon the request of Holders
of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may be appropriate
to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the
Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements
and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such action,
the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section 3.08     Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)          The Master Servicer
on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to cause the related
Mortgagor to maintain, to the extent required by each Mortgage Loan (other than the Non-Serviced Mortgage Loans) and each Serviced
Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default),
and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available at commercially
reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage on the related
Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then “full
replacement cost” of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction
for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan and the Serviced Companion Loan
or such greater amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance provisions
and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include a “replacement
cost” rider, (ii) insurance providing coverage against 18 months (or such longer period or with such extended period endorsement
as provided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such other insurance as is required
in the related Mortgage Loan and the Serviced Companion Loan. Subject to Section 3.16 of this Agreement, the Special Servicer,
in accordance with the Servicing Standard and to the extent available at commercially reasonable rates (as determined by the Special
Servicer in accordance with the Servicing Standard), shall cause to be maintained for each REO Property no less insurance coverage
than was previously required of the Mortgagor under the related Loan Documents (except to the extent that the failure


 



    	-166-



    	 



    

 


to maintain
such insurance coverage is an Acceptable Insurance Default); provided that to the extent the Loan Documents require the
related Mortgagor to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”,
the Master Servicer may, without a Rating Agency Confirmation or the approval of the Special Servicer, to the extent consistent
with the Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer that does not meet the requirements
of the Loan Documents so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated in the definition
of “Qualified Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified
Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating
who is offering such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts required to be applied to the restoration or repair of the related Mortgaged Property
or amounts to be released to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into
the Collection Account pursuant to Section 3.05 of this Agreement or the Serviced Whole Loan Custodial Account pursuant
to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A,
Section 3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer
in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the
unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no other additional insurance other than flood insurance or earthquake insurance subject to the conditions set
forth below is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the
related Loan Documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require
such additional insurance. If the Mortgaged Property (other than an REO Property and other than with respect to the Non-Serviced
Mortgage Loans) is located in a federally designated special flood hazard area, the Master Servicer will use efforts consistent
with the Servicing Standard to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan or Serviced
Whole Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount
equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Companion Loan and (ii) the
maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Whole Loan and as is available
for the related property under the national flood insurance program (assuming that the area in which such property is located is
participating in such program). If a Mortgaged Property (other than an REO Property) is related to a Mortgage Loan (other than
the Non-Serviced Mortgage Loans) or Serviced Whole Loan pursuant to which earthquake insurance is required to be maintained pursuant
to the terms of the Mortgage Loan or Serviced Whole Loan, the Master Servicer shall use efforts consistent with the Servicing Standard
to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain will itself obtain (subject to the
provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance continues to be available at
commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage Loan
or Serviced Whole Loan or, if not specified, in-place at origination. If an REO Property (i) is located in a federally designated
special flood hazard area or (ii) is related to a Mortgage Loan (other than the Non-


 



    	-167-



    	 



    

 


Serviced Mortgage Loans) or Serviced Whole
Loan with respect to which earthquake insurance would be appropriate in accordance with the Servicing Standard and such insurance
is available at commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage
as described in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or the Special Servicer in
maintaining insurance policies pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property Advance
and shall be reimbursable to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer,
with respect to REO Mortgage Loans) agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders
and the Companion Loan Holders, claims under each related insurance policy maintained by it pursuant to this Section 3.08(a)
in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment
or to permit recovery thereunder. All insurance policies required to be maintained by the Master Servicer or the Special Servicer
hereunder shall name the Trustee or the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee, as
loss payee, and shall be issued by Qualified Insurers, if available from a Qualified Insurer, and if not available from a Qualified
Insurer, from an insurance provider that is rated the next highest available rating who is offering such insurance at commercially
reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental
insurance policy on any Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental
insurance policy on any REO Property, in each case unless such insurance is required to be maintained under the related Loan Documents
and is available at commercially reasonable rates; provided, however, that neither the Master Servicer nor the Special
Servicer shall have any obligation to maintain such earthquake or environmental insurance policy required under the related Loan
Documents if the originator of the Mortgage Loan or Serviced Whole Loan waived compliance with such insurance requirements (and
if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental
insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s
expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property
so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation
to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts
consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or that the lender
is entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in making determinations
as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer,
as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance
consultants in making such determination and any such determinations by the Master Servicer or the Special Servicer, as applicable,
need not be made more frequently than annually but in any event shall be made at the approximate date on which the Master Servicer
or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be
in default with


 



    	-168-



    	 



    

 


respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing
Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during the period
that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related
to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder
as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.


 


(b)          (i)
If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard
losses on all of the Mortgaged Properties (other than REO Properties and other than with respect to the Mortgaged Properties that
secure the Non-Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related
Mortgage Loan or, if applicable, related Serviced Whole Loan (other than any Mortgagor that is required under the related Loan
Documents to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”
that maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”) or the
Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the REO Properties
(other than REO Properties acquired in respect of any Non-Serviced Mortgage Loan), as required under this Agreement, as the case
may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its
respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement.
Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not
have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a)
of this Agreement, and (ii) there shall have been one or more losses which would have been covered by such a policy had it been
maintained, immediately deposit into the Collection Account or, if applicable, related Serviced Whole Loan Custodial Account from
its own funds the amount not otherwise payable under the blanket policy because of such deductible clause to the extent that any
such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or Serviced Whole Loan, or, in the
absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In connection
with its activities as Master Servicer or the Special Servicer hereunder, as applicable, the Master Servicer and the Special Servicer,
respectively, agree to prepare and present, on behalf of itself, the Trustee and Certificateholder and any related Companion Loan
Holder, claims under any such blanket policy which it maintains in a timely fashion in accordance with the terms of such policy
and to take such reasonable steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)          If
the Master Servicer causes any Mortgaged Property (other than any REO Property and other than with respect to the Mortgaged Properties
that secures the respective Non-Serviced Mortgage Loans) or the Special Servicer causes any REO Property (other than an REO Property
acquired in respect of each Non-Serviced


 



    	-169-



    	 



    

 


Mortgage Loan) to be covered by a master force placed insurance policy and such policy
shall be issued by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property
than the insurance required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or
the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain
insurance pursuant to Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the
Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the
related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a), and (ii)
there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit
into the Collection Account or, if applicable, related Serviced Whole Loan Custodial Account from its own funds the amount not
otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible limitation
that pertained to the related Mortgage Loan and/or related Companion Loan(s) related thereto, or, in the absence of any such deductible
limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(iii)          In
either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered
by such “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 Property
or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the Master
Servicer or the Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)           The Master Servicer
and the Special Servicer shall each maintain a fidelity bond in such form as is consistent with the Servicing Standard and in such
amounts that are consistent with the Servicing Standard. The Master Servicer and the Special Servicer each shall be deemed to have
complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity
bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as applicable. In addition, the
Master Servicer and the Special Servicer shall each keep in force during the term of this Agreement a policy or policies of insurance
covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations to service
the Mortgage Loans and the Serviced Companion Loan hereunder in such form as is consistent with the Servicing Standard and in such
amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term unsecured debt or
long-term deposits rating of the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent) is
no lower than “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 the Special Servicer may self-insure for the fidelity
bond and errors and omissions coverage otherwise required above. The Master Servicer shall cause each and every Sub-Servicer for
it to maintain or cause


 



    	-170-



    	 



    

 


to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Whole Loan on behalf
of such Sub-Servicer, a fidelity bond and an errors and omissions insurance policy which satisfy the requirements for the fidelity
bond and the errors and omissions policy to be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds
and policies of errors and omissions insurance obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.


 


Section 3.09     Enforcement
of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)          Upon receipt of
any request of a consent or waiver in respect of a due-on-sale or due-on encumbrance provision, the Master Servicer, with respect
to the Performing Loans and the Special Servicer with respect to Specially Serviced Loans shall process such waiver request. With
respect to Performing Loans, the Master Servicer shall review the proposed transaction and, if it determines that approval of the
transaction is favorable, make and submit its written recommendation and analysis to the Special Servicer with all information
reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant its
consent, and the Special Servicer will be entitled to approve or disapprove the transaction. The Master Servicer (as to Performing
Loans) or the Special Servicer (as to Specially Serviced Loans), as applicable, shall close the related transaction, pursuant to
the process described below in this Section 3.09(a), subject to the consent of the Special Servicer and the consultation
and/or consent rights (if any) of the Controlling Class Representative or the consultation and/or consent rights (if any) of any
related Serviced Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and
as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21,
3.24, 3.25 and 3.28; provided, however, that neither the Master Servicer nor the Special Servicer,
as applicable, shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition of a
tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax
purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or
on parity with, the lien of the related Mortgage. With respect to (i) Performing Loans, the Master Servicer (subject to the Special
Servicer’s consent) or (ii) with respect to Specially Serviced Loans, the Special Servicer, each in a manner consistent with
the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable
law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property
and on transfers or further encumbrances of interests in the related Mortgagor, unless following its receipt of a request of a
consent or waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer (with the written consent of
the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or such other time as required
by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender
Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt (unless earlier objected
to) of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably
available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation
and analysis and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the


 



    	-171-



    	 



    

 


Special
Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such
restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with
the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer, as applicable,
has made any such determination to waive enforcement of a due-on-sale or due-on-encumbrance provision, the Special Servicer or
the Master Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each other party to this Agreement
and, subject to Section 11.13 of this Agreement, each of the Rating Agencies an Officer’s Certificate setting forth
the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate
shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption
pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver
of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all Mortgage Loans
and Serviced Whole Loans, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer pursuant
to this Section, and prior to itself taking such an action, obtain the written consent of the Controlling Class Representative
(except in the case of the Element LA Whole Loan and unless a Control Termination Event has occurred and is continuing) or the
Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (only in the case of the Element LA Whole
Loan prior to the Element LA Companion Loan Securitization Date), which consent shall be deemed given ten (10) Business Days after
receipt (unless earlier objected to) by the Controlling Class Representative or the Element LA Companion Loan Holder with respect
to the Element LA Note A-1A Companion Loan (or its representative), as applicable, of the written recommendation and analysis of
the Master Servicer or Special Servicer, as applicable, for such action and any additional information the Controlling Class Representative
or the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (or its representative), as applicable,
may reasonably request for the analysis of such request, which recommendation and analysis and information may be delivered in
an electronic format reasonably acceptable to Controlling Class Representative or the Element LA Companion Loan Holder with respect
to the Element LA Note A-1A Companion Loan (or its representative), as applicable, and the Master Servicer or the Special Servicer,
as applicable. In addition, neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender
or grant its consent under any “due-on-encumbrance” provision unless (1) the Special Servicer or the Master Servicer,
as applicable, shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Mortgage
Loan (including a Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 2% of the principal balance of all of
the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value
Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater
than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan or Serviced
Whole Loan, as applicable, and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage
Loans (considering any cross-collateralized group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although
no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). Further,
neither the Master Servicer nor the Special Servicer, as applicable, may waive the rights of the lender or grant its consent under
any “due-


 



    	-172-



    	 



    

 




on-sale” provision unless the Master Servicer or the Special Servicer, as applicable, shall have received
a prior written Rating Agency Confirmation with respect to such action unless the related Mortgage Loan (including a Mortgage Loan
related to a Serviced Whole Loan) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust
Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans
(considering any cross-collateralized group as a single Mortgage Loan) in the Mortgage Pool based on principal balance (although
no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000). For the
purposes of this Agreement, due on sale provisions shall include, without limitation, any rights arising out of sales or transfers
of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect interests in
any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due on encumbrance provisions shall
include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or transfer
of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents. With respect to
each Companion Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or
Special Servicer, as applicable, first consults with (i) other than in the case of the Element LA Whole Loan, the related Companion
Loan Holder or its Companion Loan Holder Representative (if and to the extent required under the applicable Co-Lender Agreement)
and (ii) in the case of the Element LA Whole Loan, the Controlling Class Representative (unless a Consultation Termination Event
has occurred and is continuing).


 


The Master Servicer (with
respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall notify in writing the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, subject to Section 11.13
of this Agreement, each Rating Agency and, with respect to a Serviced Whole Loan, the related Companion Loan Holder, of any assumption
or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Special Servicer or
the Master Servicer, as applicable, shall deliver a Review Package to such Rating Agency in accordance with Section 11.13
of this Agreement.


 


Further, subject to the
terms of the related Loan Documents and applicable law, the Special Servicer or the Master Servicer, as applicable, shall use reasonable
efforts to ensure that all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating
Agency Confirmation, are paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of
such efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance
(or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Special Servicer or the Master Servicer, as applicable, may charge the
related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided


 



    	-173-



    	 



    




 


that
any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this
Agreement.


 


(b)          Nothing in this
Section 3.09 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 lien or other
encumbrance with respect to such Mortgaged Property.


 


(c)          In connection
with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section
3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or Companion Loan
or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)          With respect to
any Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan which permits release of Mortgaged Properties
through defeasance, and to the extent consistent with the terms of the related Loan Documents:


    


(i)     
     Subject to the consent rights and process set forth in Section 6.09 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 Loans in accordance with the terms of the related 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
any Modification Fees or waiver fees in connection with a defeasance to which the Special Servicer is entitled to under this
Agreement.


 


(ii)          In
the event such Mortgage Loan or Serviced Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant to clause
(v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the Loan Documents), purchase
or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced Whole Loan and deliver
to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust
Fund and, if applicable, the related Companion Loan Holder; provided that, subject to the related Loan Documents, the Master
Servicer shall not accept the amounts paid by the related Mortgagor to effect defeasance until acceptable “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance collateral under the then most
recently published current guidelines of the Rating Agencies.


 


(iii)         The
Master Servicer shall require, to the extent the Loan Documents grant the mortgagee discretion to so require, delivery of an Opinion
of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan


 



    	-174-



    	 



    




 


Documents) to the
effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit and
the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable; such opinion,
together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance
acceptable to the Master Servicer.


 


(iv)         The
Master Servicer shall obtain, to the extent the Loan Documents grant the mortgagee discretion to so obtain, a certificate (which
shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent certified
public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the requirements
of the related Loan Agreement or Mortgage.


 


(v)          To
the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance,
the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer
shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has
delivered a defeasance certificate to each Rating Agency substantially in the form of Exhibit DD to this Agreement for any
Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance,
(y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less
than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)         If
the Mortgage Loan or Serviced Whole Loan permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 


(vii)        To
the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs
and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Whole Loan. In the event that
the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses
shall be Additional Trust Fund Expenses.


 


(viii)       In
no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing


 



    	-175-



    	 



    




 


conditions to approval
of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating
Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Loan Documents).


 


(ix)          The
Master Servicer may accept as defeasance collateral any “government security” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the Master
Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status of either
Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited
to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”
as set forth in Section 860G(c) of the Code).


 


(e)          Notwithstanding
any other provision of this Section 3.09, but subject to Section 3.24, without any other approval or consent, the
Master Servicer (for Mortgage Loans and Serviced Whole Loans but not Specially Serviced Loans) or the Special Servicer (for Specially
Serviced Loans) may (i) grant and process a Mortgagor’s request for consent to subject the related Mortgaged Property to
an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements or another purpose,
(ii) consent to subordination of the related Mortgage Loan or Serviced Whole Loan to such immaterial easement, right of way or
similar agreement and (iii) consent to any other matter that is not a Major Decision or does not otherwise require the consent
of the Special Servicer as provided herein; provided that the Master Servicer or Special Servicer, as applicable, (a) shall
have determined in accordance with the Servicing Standard that such immaterial easement, right of way or similar agreement will
not materially and adversely affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the
Mortgaged Property and (b) shall have determined that such immaterial easement, right of way or similar agreement will not cause
either Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Master Servicer or the
Special Servicer may rely on an Opinion of Counsel in making any such determination under clause (b) above.


 


Section 3.10     Appraisal
Reductions; Realization Upon Defaulted Mortgage Loans.


 


(a)          Promptly upon
the occurrence of an Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to obtain an updated
Appraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense
of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable
Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any
Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer
determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect
to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall


 



    	-176-



    	 



    




 


obtain annual
letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect
to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder.


 


The Certificate Principal
Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced
Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event) as of any date of determination
to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal
Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Amounts of the following
Classes of Certificates and Class PEZ Regular Interests in the following order of priority: first, to the Class G Certificates;
second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates;
fifth, to the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro
rata based on their respective percentage interests therein); sixth, 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);
seventh, 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 to the (i) Class A-1
Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, and (iv) Class A-AB Certificates, based on their respective
Certificate Principal Amounts (provided in each case that no Certificate Principal Amount in respect of any such Class may be notionally
reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced
Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related
Mortgaged Property shall be determined on an “as-is” basis.


 


The Special Servicer
shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction
Amount, and the Certificate Administrator upon receipt of such notice shall promptly notify in writing holders of each Class of
Control Eligible Certificates of the determination of any such Appraisal Reduction Amount.


 


Any Appraisal Reduction
Amounts with respect to the Serviced Whole Loans shall be allocated to the related Mortgage Loan and the related Serviced Companion
Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such
related Mortgage Loan and the related Companion Loan(s).


 


The Holders of Certificates
representing the majority of the Certificate Principal Amount of any Class of Certificates that is or would be determined to no
longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal
Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount
determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event
has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be
prepared on an “as-is” basis by an Appraiser in accordance with MAI standards, and the Appraisal shall be reasonably
acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special
Servicer with notice of their intent


 



    	-177-



    	 



    




 


to challenge the Special Servicer’s Appraisal Reduction Amount determination within
10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount.


 


An Appraised-Out Class
shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice
of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to
challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant
to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled
to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal
Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination
by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such
recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation
Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights
of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out
Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class.


 


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


 


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


 



    	-178-



    	 



    




 


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


 


(b)          In connection
with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with Section
3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property Advance unless
the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section
3.21 of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws
of the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment
against the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after
a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery
if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the
deficiency judgment and such determination is evidenced by an Officers’ Certificate delivered to the Trustee, the Certificate
Administrator, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event)
and any Companion Loan Holder to the extent the identity of any such Serviced Companion Loan Holder is actually known to such Special
Servicer; provided that to the extent the related Companion Loan has been included in a securitization transaction, all notices
and documentation required to be provided to the related Serviced Companion Loan Holder will be provided to the Other Master Servicer
under such securitization transaction.


 


In the event that title
to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be
issued to the Trustee, to a co-trustee or to its nominee (which shall not include the Master Servicer but may be a single member
limited liability company owned by the Trust and managed by the Special Servicer) or a separate trustee or co-trustee on behalf
of the Trustee as holder of the Lower-Tier Regular Interests and on behalf of the holders of the Certificates and, if applicable,
and the related Companion Loan Holders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage
Loan or Serviced Whole Loan, the related Mortgage Loan shall (except for purposes of Section 9.01) be considered to be an
REO Mortgage Loan held in the Trust Fund until such time as the related REO Property shall be sold by the Trust Fund and shall
be reduced only by collections net of expenses.


 



    	-179-



    	 



    




 


(c)          Notwithstanding
any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property pursuant
to this Section 3.10 unless either:


 


(i)           such
personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code
Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)          the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC
under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)          Notwithstanding
any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the Trust
Fund or, if applicable, the related Companion Loan Holder, obtain title to any direct or indirect partnership or membership interest
or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer or the Special Servicer
shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that
the holding of such partnership or membership interest or other equity interest by the Trust Fund will not cause the imposition
of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income
tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust at any time that any Certificate is outstanding.


 


(e)          Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund or, if applicable,
the related Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by deed in lieu of foreclosure
or otherwise, obtain title to any direct or indirect partnership or membership interest in any Mortgagor pledged pursuant to a
pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire possession of, or
take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian, the Trustee, the
Certificate Administrator or the Trust Fund, without their consent, or the Certificateholders or, if applicable, the related Companion
Loan Holders, would be considered to hold title to, or be a mortgagee-in-possession of, or to be an “owner” or “operator”
of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended from time to time, or any comparable law, unless the Special Servicer has previously determined in accordance with the
Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person who regularly conducts
environmental audits, 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 Trust Fund and any related Companion Loan Holder (as a collective whole)
to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 



    	-180-



    	 



    




 


(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 Trust Fund and
any related Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, the related Companion Loan
Holder(s) constituted a single lender to take such actions with respect to the affected Mortgaged Property as could be required
by such law or regulation. In the event that the environmental assessment first obtained by the Special Servicer with respect to
a Mortgaged Property indicates that such Mortgaged Property may not be in compliance with applicable environmental laws or that
Hazardous Materials may be present but does not definitively establish such fact, the Special Servicer shall cause such further
environmental tests to be conducted by an Independent Person who regularly conducts such tests as the Special Servicer shall deem
prudent to protect the interests of Certificateholders and any related Companion Loan Holder. Any such tests shall be deemed part
of the environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.


 


In the event that the
Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Companion Loan Holder,
the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related
Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)           The environmental
assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months of the determination
that such assessment is required by any Independent Person who regularly conducts environmental audits for purchasers of commercial
property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent with the Servicing
Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date with respect
to any Mortgage Loan (including that the environmental assessment identify any potential pollution conditions (as defined in the
environmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance the cost of
preparation of such environmental assessments unless the Master Servicer determines, in accordance with the Servicing Standard,
that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by
the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest
at the Advance Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06 of this Agreement.
Copies of any environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall be provided to the Certificateholder
of any Regular Certificates and any related Companion Loan Holder upon written request to the Special Servicer.


 


(g)          If the Special
Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is not in compliance with
applicable environmental laws but that it is in the best economic interest of the Trust Fund and any related Companion Loan Holder,
as a collective whole as if the Trust Fund and any related Companion Holder constituted


 



    	-181-



    	 



    




 


a single lender, to take such actions as
are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant to Section
3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials are present but that
it is in the best economic interest of the Trust Fund and any related Companion Loan Holder, as a collective whole as if the Trust
Fund and any related Companion Holder constituted a single lender, to take such action with respect to the containment, clean-up
or remediation of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, the Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust Fund and any related Companion Loan Holder,
as a collective whole as if the Trust Fund and any related Companion Holder constituted a single lender. The Master Servicer shall
pay the cost of any such compliance, containment, clean-up or remediation from the Collection Account.


 


(h)          The Special Servicer
shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the IRS 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 Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS and the
related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via IRS Form
1099C, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee, the Certificate Administrator and, if
affected, to any related Companion Loan Holder.


 


Section 3.11     Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan
or Serviced Whole Loan or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has
been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the
Trustee, the Certificate Administrator and the Custodian and, if affected, the related Companion Loan Holder by delivery of a
certification (which certification 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 3.05 of this Agreement
have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


 


From time to time upon
request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Certificate
Administrator shall promptly cause the Custodian to release the Mortgage File (or any portion thereof) designated in such Request
for Release to the Master Servicer or the Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in
the event of a liquidation or conversion of the Mortgage Loan or Serviced Whole Loan into an REO Property, receipt by the Trustee
and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Whole 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 have been so deposited, or that such Mortgage Loan or Serviced Whole Loan has become an REO Property,


 



    	-182-



    	 



    




 


the Custodian shall deliver a copy of the Request for Release to the Master Servicer or the Special Servicer, as applicable.


 


Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, 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 Loan or Serviced Whole Loan, or to obtain
a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law
or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a
statement 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 or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time,
pursuant to the terms of the Co-Lender Agreement and the applicable Other Pooling and Servicing Agreement related to the Non-Serviced
Mortgage Loans, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Non-Serviced Mortgage Loan,
an Other Master Servicer, an Other Special Servicer or other similar party requests delivery to it of the original Note for such
Non-Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto
to the Custodian. Upon receipt of a Request for Release, the Custodian shall release or cause the release of such original Note
to the requesting party or its designee. In connection with the release of the original Note for each Non-Serviced Mortgage Loan
in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding
by an Other Master Servicer, an Other Special Servicer or such other similar party, as the case may be, of such original Note as
custodian on behalf of and for the benefit of the Trustee. For the avoidance of doubt, the Custodian may rely on only the Request
for Release as evidence that the original Note will be held by the applicable party on behalf of and for the benefit of the Trustee.


 


Section 3.12     Servicing
Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)          As compensation
for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and REO Mortgage Loan (including
the Non-Serviced Mortgage Loans) and each Companion Loan and REO Companion Loan that is included as part of a Serviced Whole Loan
and each Collection Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or,
in the case of a Serviced Whole Loan or portion thereof, the related Serviced Whole Loan Custodial Account as set forth in Section
3.06(a)(iii) and Section 3.06(a)(vi) and/or Section 3.06A of this Agreement, as applicable. In addition, the
Master Servicer shall be entitled to receive, as additional servicing compensation, (i) 100% of any Excess Modification Fees with
respect to a modification, waiver, extension or amendment of a Performing Loan agreed to by the Master Servicer pursuant to Section
3.24 of this Agreement that did not require the approval of the Special Servicer, (ii) 50% of any Excess Modification Fees
with respect to a modification,


 






    	-183-



    	 



    

 


waiver, extension
or amendment of a Performing Loan consented to by Special Servicer pursuant to Section 3.24 of this Agreement, (iii)
100% of any defeasance fee actually paid by a Mortgagor in connection with a defeasance of a Mortgage Loan (other than the
Non-Serviced Mortgage Loans) or Serviced Whole Loan as contemplated under Section 3.09 of this Agreement
(provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver
fees allocable to and payable to the Special Servicer in connection with a defeasance to which the Special Servicer is
entitled to under this Agreement, (iv) 100% of any Assumption Fees with respect to a Performing Loan consented to by the
Master Servicer that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect to a
Performing Loan consented to by the Special Servicer, (vi) the aggregate Prepayment Interest Excess, but only to the extent
such amount is not required to be included in any Compensating Interest Payment, in each case to the extent received and not
required to be deposited or retained in the Collection Account pursuant to Section 3.04(d) of this Agreement, (vii)
100% of Ancillary Fees (other than fees for insufficient or returned checks) and assumption application fees actually
received from Mortgagors on Performing Loans, (viii) 100% of Consent Fees with respect to a Performing Loan that did not
require the approval of the Special Servicer, (ix) 50% of any Consent Fees with respect to a Performing Loan consented to by
the Special Servicer, (x) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Mortgage Loan (other than
the Non-Serviced Mortgage Loans) and Serviced Whole Loan other than Excess Penalty Charges accrued during the period such
Mortgage Loan or Serviced Whole Loan, as applicable is a Specially Serviced Loan and (xi) 100% of fees for insufficient or
returned checks actually received from Mortgagors on all Mortgage Loans (in the case of the Non-Serviced Mortgage Loans, only
to the extent actually remitted by an Other Master Servicer) and Serviced Companion Loans; provided, however,
that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i) through (v) above
as additional compensation with respect to a specific Mortgage Loan or Serviced Whole Loan, as applicable, with respect to
which a default or event of default thereunder has occurred and is continuing unless and until such default or event of
default has been cured (or has been waived in accordance with the terms of this Agreement) and all delinquent amounts
required to have been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other than Special
Servicing Fees, Workout Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan or Serviced Whole Loan,
as applicable, and (y) in the case of expense items that arose within the last 12 months have been paid. The Master
Servicer shall also be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii), Section
3.06(A) and 3.07(b), to withdraw from the Collection Account and the Serviced Whole Loan Custodial Accounts and to
receive from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced
Whole Loan or applicable law) any interest or other income earned on deposits therein. Interest or other income earned on
funds in the Collection Account, Serviced Whole Loan Custodial Account and Mortgagor Accounts (to the extent consistent with
the related Loan Documents), shall be paid to the Master Servicer as additional servicing compensation and interest or other
income earned on funds in any REO Account shall be payable to the Special Servicer.


 


Midland Loan Services,
a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at
any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not
in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided
that no such transfer, sale, pledge or other assignment shall


 



    	-184-



    	 



    




 


be made unless (i) that transfer, sale, pledge or other assignment
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws
and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall
have delivered to the Depositor a certificate substantially in the form attached as Exhibit CC-1 to this Agreement, and
(iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of PNC Bank, National Association and
the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor or the Certificate Registrar is obligated to register or qualify
an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required
under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or
qualification. Midland Loan Services, a Division of PNC Bank, National Association and each holder of an Excess Servicing Fee Right
desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Midland Loan Services,
a Division of PNC Bank, National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance
of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee
Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers,
the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating Advisor, the Certificate Registrar
and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification
under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and
state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right,
the holder thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition
and holding of such Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities
Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee
Right, the Person then acting as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Servicing Fees
with respect to each related Mortgage Loan or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder
of such Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees to the Master Servicer,
in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an
Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this
paragraph. None of the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Depositor, the Special
Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the
assignment or transfer of the Excess Servicing Fee Right.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Servicing Fees with respect to the related Mortgage
Loan (including an


 



    	-185-



    	 



    




 


REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Companion
Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Companion Loan(s) (including an REO Companion
Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. This paragraph
is in no way intended to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment
of unpaid Servicing Fees with respect to any Serviced Companion Loan from the related Companion Loan Holder.


 


(b)          As compensation
for its activities hereunder, on each Distribution Date the Trustee shall be entitled, with respect to each Mortgage Loan to its
portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect to each
Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the Trustee
the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate
Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate
Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


(c)          As
compensation for its activities hereunder, the Special Servicer shall be entitled, with respect to each Specially Serviced
Loan (including each Companion Loan that is included as part of each Serviced Whole Loan) and each Interest Accrual Period,
to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of
a Serviced Whole Loan or portion thereof, the related Serviced Whole Loan Custodial Account as set forth in Section
3.06(a) and Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and
obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fee with respect to any
Non-Serviced Mortgage Loan. In addition, the Special Servicer shall be entitled to receive, as additional servicing
compensation, (i) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a
Performing Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement, (ii) 100% of any
Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced Loan (other
than the Non-Serviced Mortgage Loans) consented to by the Special Servicer pursuant to Section 3.24 of this Agreement,
(iii) 100% of any Assumption Fees with respect to a Specially Serviced Loan (other than the Non-Serviced Mortgage Loans),
(iv) 50% of any Assumption Fees with respect to a Performing Loan consented to by the Special Servicer, (v) 100% of Ancillary
Fees (other than fees for insufficient or returned checks) and assumption application fees actually received from Mortgagors
on Specially Serviced Loans (other than the Non-Serviced Mortgage Loans), (vi) 100% of Consent Fees with respect to a
Specially Serviced Loan (other than the Non-Serviced Mortgage Loans), (vii) 50% of any Consent Fees with respect to a
Performing Loan consented to by the Special Servicer, (viii) 100% of Excess Penalty Charges paid by the Mortgagors with
respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans) and Serviced Whole Loan accrued during the period
such Mortgage Loan or Serviced Whole Loan, as applicable is a Specially Serviced Loan, and (ix) any interest or other income
earned on deposits in the REO Accounts for


 



    	-186-



    	 



    




 


any REO Loan (other than the Non-Serviced Mortgage Loans) for which
it is the Special Servicer.


 


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Mortgage
Loan at the Workout Fee Rate on such Mortgage Loan or Serviced Whole Loan for so long as it remains a Corrected Mortgage Loan.
The Special Servicer shall not be entitled to any Workout Fee with respect to any Non-Serviced Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided
that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Mortgage Loan. If
the Special Servicer is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all Workout
Fees payable in respect of Mortgage Loans or Serviced Whole Loans that became Corrected Mortgage Loans prior to the time of that
termination or resignation except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Whole Loan subsequently
becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced
Whole Loan that was, at the time of that termination or resignation, a Specially Serviced Loan for which the resigning or terminated
Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer
and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected
Mortgage Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which
subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments.
In either case, the successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall
also be entitled to additional servicing compensation in the form of a Liquidation Fee (other than with respect to the Non-Serviced
Mortgage Loans) payable out of the Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection
Account or the Serviced Whole Loan Custodial Account, as applicable. However, no Liquidation Fee will be payable in connection
with, or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation Fee”
herein. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee
or a Workout Fee, but not both, with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Whole Loan.
For purposes of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special Servicer under
Section 6.08 of this Agreement shall be deemed to constitute a termination without cause.


 


If at any time a Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing
Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss
that would be incurred by Certificateholders in connection therewith as opposed to the Realized


 



    	-187-



    	 



    




 


Loss that would be incurred as
a result of not collecting such amounts from the related Mortgagor.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Special Servicing Compensation with respect to
the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the
related Companion Loan, and in no event shall Special Servicing Compensation with respect to the related Companion Loan (including
an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage
Pool. This paragraph is in no way intended to limit the rights of the Special Servicer under the related Co-Lender Agreement to
seek payment of unpaid Special Servicing Compensation with respect to any Companion Loan from the related Companion Loan Holder.


 


The Special Servicer
shall not be entitled to any Liquidation Fee or Workout Fee with respect to any Non-Serviced Mortgage Loan or any Non-Serviced
Companion Loan.


 


If the Element LA Whole
Loan becomes a Specially Serviced Loan prior to the Element LA Companion Loan Securitization Date, the Special Servicer shall service
and administer the Element LA Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or
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 the Element LA Mortgage Loan, prior to the Element LA Companion Loan Securitization
Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If the Element LA
Whole Loan is still a Specially Serviced Loan on the Element LA Companion Loan Securitization Date, the related Other Special Servicer
and the Special Servicer shall be entitled to compensation with respect to the Element LA Whole Loan as if the Special Servicer
were being terminated as Special Servicer and the Other Special Servicer were replacing as successor the Special Servicer.


 


If the Element LA Whole
Loan is being specially serviced by the Special Servicer on the Element LA Companion Loan 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.


 


(d)          The Master Servicer,
the Special Servicer, the Certificate Administrator and Trustee shall each be entitled to reimbursement from the Trust Fund for
the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall
include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section
3.06(a)(vi) of this Agreement.


 


(e)          No provision of
this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator or
the Trustee to expend or


 



    	-188-



    	 



    




 


risk their own funds or otherwise incur any financial liability in the performance of any of their duties
hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds would
not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and
other collections on or in respect of the Mortgage Loans or Serviced Whole Loans (to the extent recovery is permitted from a Serviced
Whole Loan hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.


 


If the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a
Mortgagor, any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s
or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s
good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense
of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the
Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses
associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be,
in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond
to such request or inquiry.


 


(f)           With respect to
each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within 2 Business Days
following the Determination Date, and the Master Servicer shall deliver or cause to be delivered, to the extent it has received,
to the Certificate Administrator, without charge and within 3 Business Days following the related Determination Date, an electronic
report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer
or any of its Affiliates during the related Collection Period; provided that no such report shall be due in any month during
which no Disclosable Special Servicer Fees were received.


 


(g)          The Special Servicer
and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without
limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation, the Trust, any
Mortgagor, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan or Companion Loan and any purchaser of any Mortgage
Loan, Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of such Mortgage Loan or Serviced
Whole Loan, the management or disposition of related REO Property, or the performance of any other special servicing duties under
this Agreement, other than as expressly


 



    	-189-



    	 



    




 


provided in this Section 3.12; provided that such prohibition shall not apply
to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as master servicer or special servicer as
expressly provided for under the applicable Other Pooling and Servicing Agreement governing the securitization of a Companion Loan.


 


Section
3.13     Compensating Interest Payments. The Master Servicer shall deliver to the Certificate
Administrator for deposit in the Lower-Tier Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the lesser of (i) the aggregate of all Prepayment Interest Shortfalls incurred
in connection with voluntary Principal Prepayments received in respect of the Mortgage Loans or Serviced Companion Loans
(other than the Specially Serviced Loans, the Non-Serviced Mortgage Loans and Defaulted Mortgage Loans), other than Principal
Prepayments received in connection with the receipt of Insurance Proceeds or Condemnation Proceeds, during the most recently
ended Prepayment Period, and (ii) the sum of (A) the aggregate Servicing Fees with respect to each Mortgage Loan, Serviced
Companion Loan, REO Mortgage Loan, and REO Serviced Companion Loan for which Servicing Fees are being paid in such Prepayment
Period, up to a maximum rate of 0.0025% per annum for the related Distribution Date with respect to each Mortgage Loan
(and related REO Mortgage Loan) and Serviced Companion Loan (and related REO Serviced Companion Loan) for which such
Servicing Fees are being paid in such Prepayment Period and (B) all Prepayment Interest Excesses received during the related
Prepayment Period (and net investment earnings thereon); provided that the Master Servicer shall pay (without regard
to clause (ii) above) the aggregate of all Prepayment Interest Shortfalls otherwise described in clause (i) above incurred in
connection with Principal Prepayments received in respect of the Mortgage Loans and Serviced Companion Loans (other than the
Specially Serviced Loans, the Non-Serviced Mortgage Loans and the Defaulted Mortgage Loans) during the most recently ended
Prepayment Period to the extent such Prepayment Interest Shortfalls were the result of the Master Servicer’s failure to
enforce the related Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for the
Non-Serviced Mortgage Loans. Any Compensating Interest Payments made with respect to a Serviced Companion Loan will be paid
to the related Companion Loan Holder.


 


Section 3.14          Application
of Penalty Charges and Modification Fees.


 


(a)          On or prior to
the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty Charges and Modification
Fees (to the extent permitted under the related Co-Lender Agreement and not applied pursuant to Section 3.06(a)(ii) of this
Agreement) received with respect to a Mortgage Loan or a Serviced Whole Loan (in each case, subject to the related Co-Lender Agreement
and, in the case of the Non-Serviced Mortgage Loans, only to the extent remitted to the Master Servicer by an Other Master Servicer)
during the related Prepayment Period as follows:


 


(i)           first,
to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special
Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined
to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (exclusive
of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed


 



    	-190-



    	 



    




 


Reimbursements, in each case, with respect
to such Mortgage Loan or Serviced Whole Loan;


 


(ii)          second,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Whole Loan previously determined to be Nonrecoverable
Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or Trustee, as applicable, from amounts on
deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such
Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


 


(iii)         third,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other
Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage
Loan or Serviced Whole Loan previously paid from the Collection Account or Serviced Whole Loan Custodial Account (and such amounts
will be retained or deposited in the Collection Account or Serviced Whole Loan Custodial Account as recoveries of such Additional
Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)          fourth,
to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer,
as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12 of this
Agreement prior to the applications set forth in clauses (i) through (iii) above.


 


provided that, notwithstanding the
foregoing, in the case of a Serviced Whole Loan, Penalty Charges shall be allocated for the purposes and in the order set forth
in the related Co-Lender Agreement.


 


The Special Servicer
is not required to remit Penalty Charges and Modification Fees received by it from the borrower to the extent such Penalty Charges
and Modification Fees would be allocated to the Special Servicer pursuant to this Section 3.14.


 


(b)          In connection
with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in which each Distribution
Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional Trust Fund Expense,
Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report in the form
reasonably agreed to by the Master Servicer and the Special Servicer setting forth information regarding (1) the amount of Penalty
Charges and Modification Fees collected by the Master Servicer and the Special Servicer, as applicable, and (2) the related loan
expenses and other amounts paid to the Trust from such Penalty Charges and Modification Fees, in each case for the related Collection
Period or other reporting period as agreed to by the Master Servicer and the Special Servicer. The Master Servicer shall respond
promptly to any inquiries of the Special Servicer with respect to the contents of any such report and shall provide any supporting
information with respect thereto that is reasonably requested by the Special Servicer.


 



    	-191-



    	 



    




 


Section 3.15     Access
to Certain Documentation. The Master Servicer and the Special Servicer shall provide to the Trustee, the Certificate
Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination
Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion
Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions,
the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations,
and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject,
access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC,
OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and
during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the
case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to
records relating to the Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master
Servicer and the Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors,
and the failure of the Master Servicer and the Special Servicer to provide access as provided in this Section 3.15 as a
result of such obligation shall not constitute a breach of this Section 3.15.


 


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory
authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer and the Special Servicer
may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs
and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space;
provided that no charge may be made if such information or access was required to be given or made available without charge
under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to the information
described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access)
a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a
beneficial holder of book entry Certificates and will keep such information confidential.


 


Upon the reasonable written
request of (1) any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically)
(at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial
statements obtained by the Master Servicer or the Special Servicer (provided that in no event shall an Excluded Controlling
Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Loan with respect to which it is
a Borrower Party) or (2) any Controlling Class Certificateholder identified to the Master Servicer (with respect to Performing
Loans) or the Special Servicer (with respect to the Specially Serviced Loans) in an Investor Certification, the Master Servicer
or the Special Servicer, as applicable, shall provide (or forward electronically) (at the expense of such Controlling Class Certificateholder)
any Excluded Information in the Master Servicer’s or the Special Servicer’s possession, as applicable (not accessible
through the Certificate Administrator’s Website)


 



    	-192-



    	 



    




 


relating to any Excluded Controlling Class Loan with respect to which such
Controlling Class Certificateholder is not an Excluded Controlling Class Holder; provided that, in connection therewith,
the Master Servicer or 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 Special Servicer generally to the effect that such Person is a Holder
of Certificates or Serviced Companion Loan Securities (or any registered holder or beneficial owner of Serviced Companion Loan
Securities) or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information
confidential and, if applicable, that such requesting Person is not an Excluded Controlling Class Holder.


 


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer
may (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 the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of
information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute
a waiver of the attorney-client privilege.


 


Each of the Master Servicer
and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone
to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination
Event), the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (prior to the Element LA Companion
Loan Securitization Date) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special
Servicer, the Operating Advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and Serviced Whole Loans
and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event,
the Operating Advisor and the Controlling Class Representative agree to identify for the Master Servicer and the Special Servicer
in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced
Whole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative
shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 


The Master Servicer may
(but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available
through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced
Companion Loan, the Mortgaged Properties and/or the related Mortgagor that is not Privileged Information, for review by the Depositor,
the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 



    	-193-



    	 



    




 


After the occurrence
and during the continuation of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor such reports
and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally,
as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this Agreement
in electronic format.


 


The Operating Advisor
hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties
as Operating Advisor under this Agreement and shall not disclose such information to any other Person or entity unless (i) with
respect to Privileged Information, pursuant to a Privileged Information Exception, or (ii) to the extent necessary to support its
conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties
under this Agreement.


 


Section 3.16     Title
and Management of REO Properties.


 


(a)          In the event that
title to any Mortgaged Property (other than a Mortgaged Property with respect to the Non-Serviced Mortgage Loans) is acquired for
the benefit of Certificateholders (or, with respect to a Serviced Whole Loan, for the benefit of the Certificateholders and the
related Companion Loan Holders(s)) (as a collective whole as if such Certificateholders and Companion Loan Holders(s) constituted
a single lender) (either by the Trust Fund or by a single member limited liability company established for that purpose) in foreclosure,
by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken
in the name of a nominee of the Trustee (which shall not include the Master Servicer), or a separate trustee or co-trustee, on
behalf of the Trust Fund and the related Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund, shall sell
any REO Property prior to the close of the third calendar year following the year in which the Lower-Tier REMIC acquires ownership
of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8),
unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such REO Property
or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator and the Trustee,
addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Lower-Tier
REMIC of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred
will not result in the imposition of taxes on “prohibited transactions” (as defined in Code Section 860F) of either
Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC under the Code for federal income tax purposes at any time
that any Lower-Tier Regular Interests or Regular Certificates are outstanding. If the Special Servicer is granted (or is 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, the 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 the Special Servicer
in connection with its receiving 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 Fund payable
out of the Collection Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust
Fund and any related Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held


 



    	-194-



    	 



    




 


by
the Trust Fund (i) prior to the last day of such period (taking into account extensions) by which such REO Property is required
to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.17
of this Agreement and (ii) on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer
shall manage, conserve, protect and operate each REO Property for the Certificateholders and, if applicable, the related Companion
Loan Holder, solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail
to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the
Trust Fund of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger
the status of either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.


 


(b)          The Special Servicer
shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and
all things in connection with any REO Property (other than with respect to the Non-Serviced Mortgage Loans) as are consistent with
the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer deems to
be in the best interests of Certificateholders and, if applicable, the related Companion Loan Holder(s) (as a collective whole
as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender), and, in connection
therewith, the Special Servicer shall only agree to the payment of management fees that are consistent with general market standards
or to terms that are more favorable. Consistent with the foregoing, the Special Servicer shall cause or permit to be earned with
respect to such REO Property any “net income from foreclosure property,” within the meaning of Code Section 860G(c),
which is subject to tax under the REMIC Provisions only if it has determined, and has so advised the Certificate Administrator
in writing, that the earning of such income on a net after-tax basis could reasonably be expected to result in a greater recovery
on behalf of Certificateholders and, if applicable, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, if applicable, the related Companion Loan Holder(s) constituted a single lender) than an alternative method of operation or
rental of such REO Property that would not be subject to such a tax. The Special Servicer shall segregate and hold all revenues
received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and
maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”), each of which
shall be an Eligible Account and (subject to any changes in the identities of the Special Servicer or the Trustee) shall be entitled
“[Wells Fargo Bank, National Association] [the successor Special Servicer], as Special Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2015-GS1 [IN THE CASE OF AN REO PROPERTY RELATED TO A WHOLE LOAN: and the related Companion
Loan Holder, as their interests may appear], REO Account.” The Special Servicer shall be entitled to withdraw for its account
any interest or investment income earned on funds deposited in an REO Account to the extent provided in Section 3.07(b)
of this Agreement. The Special Servicer shall deposit or cause to be deposited in the REO Account within one (1) Business Day after
receipt all revenues and proceeds received by it with respect to any REO Property (other than Liquidation Proceeds, which shall
be remitted to the Collection Account), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance
of such REO


 



    	-195-



    	 



    




 


Property and for other Property Protection Expenses with respect to such REO Property, including:


 


(i)           all
insurance premiums due and payable in respect of any REO Property;


 


(ii)          all
real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)         all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)        any
taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of
this Agreement.


 


To the extent that such
REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided
written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an
urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis
of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless
the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance
(in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make
such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The
Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business
judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest
at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable,
Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer
for deposit into the Collection Account, or, for a Serviced Whole Loan, the related Serviced Whole Loan Custodial Account, on a
monthly basis prior to the related Master Servicer Remittance Date the Net REO Proceeds received or collected from each REO Property
during the related Prepayment Period, except that in determining the amount of such Net REO Proceeds, the Special Servicer may
retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses.
Notwithstanding the foregoing, the Special Servicer shall not:


 


(i)           permit
the Trust Fund to enter into, renew or extend any New Lease, 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;


 



    	-196-



    	 



    




 


(iii)         authorize
or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or
other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan or Serviced Whole Loan became imminent, all within the meaning of Code Section
856(e)(4)(B); or


 


(iv)         Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by
the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, the related Companion Loan Holder, the Certificate
Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if the related Companion Loan is part of
a REMIC, the related Companion Loan Holder) to the effect that such action will not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception
applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


The Special Servicer
shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund
and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s
acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion
of Counsel that the operation and management of any REO Property other than through an Independent Contractor shall not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which opinion
shall be an expense of the Trust Fund), provided that:


 


(i)           the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(ii)          any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following
the receipt thereof by such Independent Contractor;


 


(iii)         none
of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee
on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder(s) with respect to the operation and
management of any such REO Property; and


 



    	-197-



    	 



    




 


(iv)         the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


 


The 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 Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(c)          When and as necessary,
the Special Servicer shall send to the Trustee and the Certificate Administrator and each related Companion Loan Holder a statement
prepared by the 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 Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)          Notwithstanding
anything to the contrary, this Section 3.16 shall not apply to any REO Property related to the Non-Serviced Mortgage Loans.


 


Section 3.17     Sale
of Defaulted Mortgage Loans and REO Properties; Sale of Non-Serviced Mortgage Loans.


 


(a)          The parties hereto
may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding the Non-Serviced Mortgage Loans) only (i) on
the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise expressly provided in or contemplated
by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case of a Mortgage Loan related to a Serviced Whole
Loan in accordance with and subject to the provisions of the related Co-Lender Agreement and Section 3.28 of this Agreement
and (B) in the case of a Mortgage Loan with a related mezzanine loan, in accordance with and subject to the provisions of the related
intercreditor agreement.


 


(b)          Promptly upon
a Mortgage Loan (excluding the Non-Serviced Mortgage Loans) or Serviced Whole Loan becoming a Defaulted Mortgage Loan and if the
Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders
and, in the case of a Defaulted Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, in the case of a Defaulted Serviced Whole Loan, the related Companion Loan Holder constituted a single lender) to attempt
to sell such Defaulted Mortgage Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Mortgage
Loan on behalf of the Certificateholders and the related Companion Loan Holder(s) in such manner as will be reasonably likely to
realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer shall accept the first
(and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair
price for such Defaulted Mortgage Loan. The Special Servicer shall notify the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and during the continuance
of a Control Termination Event) and any


 



    	-198-



    	 



    




 


affected Companion Loan Holder(s) of any inquiries or offers received regarding the sale
of any Defaulted Mortgage Loan. Any Companion Loan that is part of a Defaulted Serviced Whole Loan is to be sold together with
the related Mortgage Loan, subject to this Section 3.17 and any additional requirements set forth in the related Co-Lender
Agreement.


 


(c)          The Special Servicer
shall give the Trustee, the Certificate Administrator, the Master Servicer, the related Companion Loan Holder, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event) not less than five (5) Business Days’ (but subject
to paragraph (p) below with respect to a Serviced Whole Loan) prior written notice of its intention to sell any Defaulted Mortgage
Loan. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Mortgage Loan, and notwithstanding anything
to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may submit an offer
for or purchase any Defaulted Mortgage Loan pursuant hereto.


 


(d)          Whether any cash
offer constitutes a fair price for any Defaulted Mortgage Loan for purposes of Section 3.16(b) of this Agreement shall be
determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if
the highest offeror is an Interested Person (provided that the Trustee may not be an offeror) unless (i) the offer is equal
to or greater than the applicable Purchase Price, (ii) the offer is the highest offer received and (iii) at least two other offers
are received from independent third parties; provided, however, that no offer from an Interested Person shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third
parties. In all cases under this Agreement (except to the extent the Trustee is not required to determine whether any cash offer
constitutes a fair price for any Defaulted Mortgage Loan pursuant to the immediately preceding sentence), in determining whether
any offer received from an Interested Person represents a fair price for any 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. The appraiser conducting any such new Appraisal shall
be an Appraiser selected by (i) the Special Servicer if no Interested Person is making an offer with respect to a Defaulted Mortgage
Loan and (ii) the Trustee if an Interested Person is so making an offer. The cost of any such Appraisal shall be covered by, and
shall be reimbursable as, a Property Advance. In determining whether any such offer from a Person other than an Interested Person
constitutes a fair price for any such Defaulted Mortgage Loan, the Special Servicer shall take into account (in addition to the
results of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within
the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair price for any such Defaulted
Mortgage Loan, any Appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount
of any delinquency on the affected Mortgage Loan or Whole Loan, the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. The Purchase Price for any Defaulted Mortgage Loan and any equivalent amount for any
related Companion Loan) shall in all cases be deemed a fair price; provided, however, that with respect to Interested
Parties, the requirements of the first sentence of this Section 3.17(d) must be satisfied. Notwithstanding anything contained
in this Section 3.17(d) to the contrary, if the Trustee is required to determine


 



    	-199-



    	 



    




 


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 Serviced Whole Loan, as applicable, 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 Serviced Whole Loan, as applicable.
If the Trustee designates such a third party to make such determination, the Trustee will be entitled to rely conclusively upon
such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value
incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable by the Interested Person;
provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined
by the Trustee.


 


(e)          Subject to Section
3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g) and Section 3.17(m), the Special
Servicer shall act on behalf of the Trust Fund and any affected Companion Loan Holder in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan, and the collection of all amounts payable
in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that
approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or
exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the Serviced Whole
Loan Custodial Account. Any sale of any Defaulted Mortgage Loan shall be final and without recourse to the Trustee, the Certificate
Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically
given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated
in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


 


(f)           Subject to the
rights of a holder of a mezzanine loan, under the respective intercreditor agreement, to purchase a Mortgage Loan or Serviced Whole
Loan, unless and until a Defaulted Mortgage Loan is sold pursuant to this Section, the Special Servicer shall continue to service
and administer the Mortgage Loan in accordance with the Servicing Standard and this Agreement and shall pursue such other resolutions
or recovery strategies including workout, foreclosure or sale of a Mortgage Loan, as is consistent with this Agreement and the
Servicing Standard.


 


(g)          Any sale of a
Mortgage Loan or Serviced Whole Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Mortgage
Loan or Serviced Whole Loan purchased under this Section 3.17 or any Non-Serviced Mortgage Loan sold in accordance with
the related Co-Lender Agreement or Other Pooling and Servicing Agreement shall be deposited into the Collection Account or the
related Serviced Whole Loan Custodial Account, as applicable, and the Certificate Administrator, upon receipt of an Officer’s
Certificate from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the
purchaser of the Mortgage Loan or Serviced Whole Loan the related Mortgage File, and shall execute and deliver such instruments
of transfer or assignment, in each case


 



    	-200-



    	 



    




 


without recourse, as shall be necessary to vest in such purchaser ownership of such Mortgage
Loan or Serviced Whole Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall deliver the
related Servicing File (to the extent either has possession of such file) to such purchaser.


 


(h)          The parties hereto
may sell or purchase, or permit the sale or purchase of, an REO Property only on the terms and subject to the conditions set forth
in this Section 3.17.


 


(i)           The Special Servicer
shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and the related Companion
Loan Holder in such manner as will be reasonably likely to realize a fair price within the time period specified by Section
3.16 of this Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and,
if multiple offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for
such REO Property. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize
a fair price for any REO Property within the time constraints imposed by Section 3.16 of this Agreement, then the Special
Servicer shall dispose of such REO Property upon such terms and conditions as the Special Servicer shall deem necessary and desirable
to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash
offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased
hereunder shall be deposited in the Collection Account or, if applicable, the related Serviced Whole Loan Custodial Account. The
Special Servicer shall notify the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) of any inquiries
or offers received regarding the sale of any REO Property.


 


(j)          The Special Servicer
shall give the Trustee, the Certificate Administrator, the Master Servicer, the related Companion Loan Holder, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event) not less than three (3) Business Days’ prior written
notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit an offer to purchase any REO
Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any
of its Affiliates may submit an offer for or purchase any REO Property pursuant hereto.


 


(k)          Whether any cash
offer constitutes a fair price for any REO Property for purposes of Section 3.17(i) of this Agreement shall be determined
by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest
offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however, that
no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least
two other offers are received from independent third parties. In determining whether any offer received from an Interested Person
represents a fair price for any such REO Property, 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. The


 



    	-201-



    	 



    




 


appraiser conducting any such new Appraisal shall be an Appraiser selected by the Special
Servicer if no Interested Person is making an offer with respect to an REO Property and selected by the Trustee if an Interested
Person is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Property Advance.
In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any such REO Property,
the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal
that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether any offer from an Interested
Person constitutes a fair price for any such REO Property, any Appraiser shall be instructed to take into account, as applicable,
among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Serviced Whole Loan, the occupancy
level and physical condition of the REO Property, the state of the local economy and the obligation to dispose of any REO Property
within the time period specified in Section 3.16 of this Agreement. The Purchase Price for any REO Property shall in all
cases be deemed a fair price; provided, however, that with respect to Interested Parties, the requirements of the
first sentence of this Section 3.17(k) must be satisfied. Notwithstanding anything contained in this Section 3.17(k)
to the contrary, 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 properties similar
to the subject REO Property that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such REO Property. If the Trustee designates such a third party to make such determination, the Trustee will be
entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports
and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable
by the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed a commercially
reasonable amount as determined by the Trustee.


 


(l)           Subject to Section
3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special Servicer shall act on behalf
of the Trust Fund and any affected Companion Loan Holder in negotiating and taking any other action necessary or appropriate in
connection with the sale of any Defaulted Mortgage Loan or REO Property, and the collection of all amounts payable in connection
therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate
the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or exchanging
offers without obligation to deposit such amounts into the Collection Account or, if applicable, the related Serviced Whole Loan
Custodial Account. Any sale of any Defaulted Mortgage Loan or REO Property shall be final and without recourse to the Trustee,
the Certificate Administrator or the Trust Fund or any related Companion Loan Holder (except such recourse to the Trust Fund and
the related Companion Loan Holder imposed by those representations and warranties typically given in such transactions, any appropriations
applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement,
none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee
shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer
or the Trustee.


 



    	-202-



    	 



    




 


(m)         Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for a Defaulted Mortgage Loan or REO Property if the Special Servicer determines (in consultation with the Controlling
Class Representative (unless a Consultation Termination Event exists) and, in the case of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Loan Holder(s)), in accordance with the Servicing Standard, that rejection
of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan or an REO Property
that corresponds to a Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, if applicable, the Companion Loan Holder(s) constituted a single lender and the Special Servicer may accept a lower cash offer
(from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance
of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan or an REO Property
that corresponds to a Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, if applicable, the related Companion Loan Holder(s) constituted a single lender) (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).


 


(n)          In no event shall
the Trust Fund or the Trustee, the Master Servicer or the Special Servicer on the Trustee’s behalf purchase, or pay or advance
costs to purchase, the Non-Serviced Mortgage Loans or the related Companion Loans or any Mortgage Loan.


 


(o)          Notwithstanding
anything herein to the contrary, any party identified in the related Co-Lender Agreement or Other Pooling and Servicing Agreement
(which, if the identified party is the holder of a Non-Serviced Mortgage Loan, shall mean the Controlling Class Representative
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the
Trust, shall be entitled to purchase the Non-Serviced Mortgage Loan in accordance with the terms and conditions set forth in such
Co-Lender Agreement and Other Pooling and Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer
or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, the Non-Serviced Mortgage Loan or the related
Companion Loan or any Mortgage Loan.


 


(p)          Notwithstanding
anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will remain
subject to the cure, purchase and other rights of, in each case if applicable, any holder of a related mezzanine loan as set forth
in the related intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance with the terms
of the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with any such purchase rights
in favor of an appropriate mezzanine loan holder and shall provide such notices to the holder of a related mezzanine loan as are
required by the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with each such
holders’ purchase rights.


 


(q)          Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell a Defaulted Serviced Whole Loan without the written consent
of the related Companion Loan Holder (provided that such consent is not required if the Companion Loan Holder is the


 



    	-203-



    	 



    




 


related Mortgagor
or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered to such Companion Loan Holder: (a) at least
15 Business Days prior written notice of any decision to attempt to sell such Defaulted Serviced Whole Loan; (b) at least 10 days
prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received
by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy
of the most recent appraisal for such Defaulted Serviced Whole Loan, and any documents in the Servicing File reasonably requested
by such Companion Loan Holder that are material to the price of the Defaulted 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 Special Servicer in connection with the proposed sale; provided, that such Companion
Loan Holder may waive any of the delivery or timing requirements set forth in this sentence. A related Serviced Companion Loan
Holder and its Companion Loan Holder Representative will each be permitted to make offers to purchase, and either such party is
permitted to be the purchaser at any sale of, a Defaulted Serviced Whole Loan.


 


(r)           With respect to
any Non-Serviced Mortgage Loan that becomes a “Defaulted Mortgage Loan” (as such term is defined pursuant to the terms
of the applicable Other Pooling and Servicing Agreement), and with respect to any related REO Property, the liquidation of such
Non-Serviced Mortgage Loan or such REO Property shall be administered by an Other Special Servicer in accordance with the applicable
Other Pooling and Servicing Agreement and the related Co-Lender Agreement. Any such sale of a Non-Serviced Mortgage Loan or any
related REO Property pursuant to the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement shall
be final and without recourse to the Trustee or the Trust, and none of the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder with respect to the purchase
price for such Non-Serviced Mortgage Loan or such REO Property accepted on behalf of the Trust.


 


Section 3.18     Additional
Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion
Loan Holder.


 


(a)          The Master Servicer
(or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause to be inspected
each Mortgaged Property that secures a Mortgage Loan (but not the Non-Serviced Mortgage Loans) or Serviced Whole Loan at such times
and in such manner as are consistent with the Servicing Standard, but in any event at least once every calendar year (commencing
in 2017) with respect to such Mortgaged Property relating to Mortgage Loans with an outstanding principal balance of $2,000,000
or more and at least once every other calendar year (commencing in 2017) with respect to such Mortgaged Property relating to Mortgage
Loans with an outstanding principal balance of less than $2,000,000; provided that the Master Servicer is not required to
inspect any Mortgaged Property that has been inspected by the Special Servicer during the preceding 12 months. If any Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special
Servicer as soon as practicable and


 



    	-204-



    	 



    




 


thereafter at least every calendar year for so long as such condition exists. The cost of any
annual inspection, or bi-annual inspection, as the case may be, shall be borne by the Master Servicer unless the related Mortgage
Loan or Serviced Whole Loan is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost
of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket costs
incurred with respect to such inspection shall be borne by the Trust Fund.


 


(b)          The Master Servicer
shall, as to each Mortgage Loan (excluding the Non-Serviced Mortgage Loans) which is secured by the interest of the related Mortgagor
under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within 60 days following
the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor of the transfer of
such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall forward to the Special
Servicer any written notice of default under a ground lease.


 


(c)          The Master Servicer
and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Companion Loan Holder a written
report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with respect to the related
Mortgaged Property and Companion Loan related thereto.”


 


(d)          The Master Servicer
is hereby authorized to exercise any rights granted under the applicable Other Pooling and Servicing Agreement in favor of the
Trust (or a party on its behalf) as the holder of each Non-Serviced Mortgage Loan to obtain information from an Other Master Servicer
(or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations. The
Master Servicer shall promptly deliver to any Other Master Servicer, upon request, such information in the Master Servicer’s
possession as an Other Master Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance
would be “nonrecoverable.”


 


(e)          If required under
the Co-Lender Agreement, the Master Servicer shall promptly deliver to each Companion Loan Holder or provide electronically: (i)
copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment Worksheets (with annual operating statements
as exhibits); and (iii) annual CREFC® Operating Statement Analysis Reports, in each case prepared, received or obtained by
it pursuant to this Agreement with respect to the Mortgaged Properties securing the related Companion Loan.


 


Section 3.19     Lock-Box
Accounts, Escrow Accounts.


 


The Master Servicer shall
administer each Lock-Box Account and Escrow Account in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement,
if any, and administer any letters of credit pursuant to the related letter of credit agreement and the Loan Documents.


 



    	-205-



    	 



    




 


Notwithstanding the foregoing,
to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the
related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Whole
Loan), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Whole
Loan) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan (or Serviced
Whole Loan) being accelerated or becoming a Specially Serviced Loan.


 


Section 3.20     Property
Advances.


 


(a)          Except with respect
to each Non-Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b) of this Agreement,
the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its duties under this Agreement
or otherwise required pursuant to the terms hereof. The Special Servicer shall give the Master Servicer, the Trustee and any affected
Companion Loan Holder not less than five (or, in the case of emergency advances pursuant to Section 3.20(f) of this Agreement,
two) Business Days’ written notice before the date on which the Master Servicer is requested to make any Property Advance
with respect to a given Specially Serviced Loan or REO Property. In addition, the Special Servicer shall provide the Master Servicer,
the Trustee and any affected Companion Loan Holder with such information in its possession as the Master Servicer, the Trustee
or such Companion Loan Holder, as applicable, may reasonably request to enable the Master Servicer or the Trustee, as applicable,
to determine whether a requested Property Advance would constitute a Nonrecoverable Advance. Any such notice by the Special Servicer
(or, if appropriate, any party under the applicable Other Pooling and Servicing Agreement in the case of each Non-Serviced Mortgage
Loan) to the Master Servicer of a required Property Advance shall be deemed to be a determination by the Special Servicer (or such
party under the applicable Other Pooling and Servicing Agreement) that such requested Property Advance is not a Nonrecoverable
Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. Although the Special Servicer (or,
if appropriate, any party under the applicable Other Pooling and Servicing Agreement in the case of each Non-Serviced Mortgage
Loan) may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer (or other party) will have no
right to make an affirmative determination that any Advance to be made (or contemplated to be made) by the Master Servicer or the
Trustee is, or would be, recoverable. In the absence of a determination by the Special Servicer (or, if appropriate, a party under
the applicable Other Pooling and Servicing Agreement in the case of each Non-Serviced Mortgage Loan) that a Property Advance is
a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made (or contemplated to
be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable. On the fourth
Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer’s
determination as to whether any Property Advance previously made with respect to a Specially Serviced Loan is a Nonrecoverable
Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled to conclusively rely on
and shall be bound by such a determination by the Special Servicer (or, if appropriate, a party under the applicable Other Pooling
and Servicing Agreement in the case of each Non-Serviced Mortgage Loan) that a Property Advance previously made or contemplated
to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance (but this statement shall not be construed
to entitle the Special Servicer to reverse any


 



    	-206-



    	 



    




 


determination that may have been made by the Master Servicer or the Trustee or to
prohibit the Master Servicer or the Trustee from making a determination, that any Property Advance constitutes or would constitute
a Nonrecoverable Advance). The Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior
Property Advances for the purposes of non-recoverability determinations as if such amounts were unreimbursed Property Advances.


 


For purposes of distributions
to Certificateholders and Companion Loan Holders and compensation to the Master Servicer or the Trustee, Property Advances shall
not be considered to increase the principal balance of any Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms
of such Mortgage Loan or Serviced Whole Loan so provide.


 


(b)          The Master Servicer
shall notify the Trustee, the Special Servicer and any related Companion Loan Holder in writing promptly upon, and in any event
within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required to be made pursuant
to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property Advance, the Person
to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein information and
instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment of such Property
Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business Days following such
notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the amount of such Property
Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to this Section shall be deemed
to be given to a Responsible Officer of the Trustee if made in accordance with Section 11.04 of this Agreement.


 


(c)          Neither the Master
Servicer nor the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan or Serviced Whole Loan or REO Property
if the Master Servicer, the Special Servicer or the Trustee determines that such Advance will be a Nonrecoverable Advance. The
determination by the Master Servicer or the Trustee that it has made (or, the determination by the Special Servicer that the Master
Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Master Servicer, the Special Servicer or
the Trustee that any proposed Property Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person
(i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard and (ii) in the case
of the Trustee, in accordance with its good faith business judgment, and, shall be evidenced by an Officer’s Certificate
as set forth in Section 3.20(d). In making such recoverability determination, such Person will be entitled to consider (among
other things) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Serviced Whole Loan as it may have
been modified, to consider (among other things) the related Mortgaged Properties in their “as-is” or then current conditions
and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with
respect to such Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate and consider
(among other things) the timing of recoveries. 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 may obtain
at the expense of the Trust Fund any


 



    	-207-



    	 



    




 


analysis, Appraisals or market value estimates or other information as reasonably may be required
for such purposes.


 


The determination by
the Master Servicer or the Special Servicer that a Property Advance has become a Nonrecoverable Property Advance or that any proposed
Property Advance, if made pursuant to this Section 3.20 with respect to any Mortgage Loan (or with respect to any successor
REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable Property Advance, shall be conclusive
and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee; provided
that this sentence shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination,
or to prohibit any such other authorized Person from making a determination, that a Property Advance constitutes or would constitute
a Nonrecoverable Advance.


 


(d)          The determination
by the Master Servicer, the Special Servicer or the Trustee that a Property Advance has become a Nonrecoverable Property Advance
or that any proposed Property Advance, if made pursuant to this Section 3.20 with respect to any Mortgage Loan (or with
respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable Property Advance,
shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to the Companion
Loan Holders (and the related Other Master Servicer and Other Special Servicer, if applicable), in the case of any Serviced Whole
Loan, the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the Master Servicer (unless it is the Person making the determination), the
Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor,
setting forth the basis for such determination, together with any other information that supports such determination together with
a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust Fund, shall take into account any material change in circumstances of which such Person is aware or such Person has
received new information, either of which has a material effect on the value and shall have been conducted in accordance with the
standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar
reports that such Person may have obtained and that support such determination. The Trustee shall be entitled to rely, conclusively,
on any determination by the Master Servicer or the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable
Advance, and the Master Servicer shall be entitled to rely, conclusively, on any determination by the Special Servicer or the Trustee
that a Property Advance is or, if made, would be a Nonrecoverable Advance. The Trustee, in determining whether or not a Property
Advance previously made is, or a proposed Property Advance, if made, would be, a Nonrecoverable Advance shall use its good faith
business judgment.


 


(e)          The Master Servicer,
the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances made by any
of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A of this Agreement, together


 



    	-208-



    	 



    




 


with
any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special Servicer, as
applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement of such
Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


 


(f)           Notwithstanding
anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement with respect
to any Specially Serviced Loan or REO Property (other than an REO Property related to each Non-Serviced Mortgage Loan), the Special
Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least five
(5) Business Days (or, in an emergency situation or on an urgent basis, two (2) Business Days, provided that the written request
sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required
to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the
Master Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does
not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such
Property Advance that it is so requested by the Special Servicer to make, within five (5) Business Days (or, an emergency situation
or on an urgent basis, two (2) Business Days) of the Master Servicer’s receipt of such request. The Special Servicer shall
have no obligation to make any Property Advance.


 


Section 3.21     Appointment
of Special Servicer; Asset Status Reports.


 


(a)          Wells Fargo Bank,
National Association is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans.


 


(b)          The Special Servicer,
at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to taking action with respect to any
Major Decision (or making a determination not to take action with respect to a Major Decision with respect to a Specially Serviced
Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan or Serviced Whole Loan.
Each Asset Status Report will be delivered in electronic format to the Operating Advisor (after the occurrence and during the continuance
of a Control Termination Event), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event and only for so long as the related Specially Serviced Loan is not an Excluded Loan), the Certificate Administrator,
the related Companion Loan Holder, and, subject to Section 11.13 of this Agreement, each Rating Agency; provided,
however, the Special Servicer shall not be required to deliver an Asset Status Report to the Controlling Class Representative
if they are the same entity or affiliates of each other. Such Asset Status Report shall be consistent with the Servicing Standard
and set forth the following information to the extent reasonably determinable:


 


(i)           summary
of the status of the related Mortgage Loan or Serviced Whole Loan and any negotiations with the Mortgagors;


 



    	-209-



    	 



    




 


(ii)          if
a Servicing Transfer Event has occurred and is continuing:


 


(A)          a discussion
of the legal and environmental considerations reasonably known at such time to the 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 Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;


 


(B)          the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


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


 


(D)          a copy
of the last obtained Appraisal of the Mortgaged Property;


 


(E)          the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(F)          a description
of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)          if the
Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation of
a non-recourse carve-out under the related Mortgage Loan or Serviced Whole Loan and (ii) any determination not to pursue a deficiency
judgment against the related Mortgagor or guarantor;


 


(iii)         a
description of any such proposed or taken actions;


 


(iv)         the
alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken
actions;


 


(v)          the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(vi)         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 Special Servicer made such determination and (y) the net
present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


 



    	-210-



    	 



    




 


(vii)        such
other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


As provided in Section
3.12, if the Element LA Whole Loan becomes a Specially Serviced Loan prior to the Element LA Companion Loan Securitization
Date, the Special Servicer shall service and administer the Element LA Whole Loan and related REO Property in the same manner as
any other Specially Serviced Loan or Serviced REO Property, shall be entitled to all Special Servicing Compensation earned with
respect to such Serviced Whole Loan and shall have all the rights and obligations with respect to such Serviced Whole Loan as Special
Servicer of such Serviced Whole Loan.


 


For so long as there
is no continuing Control Termination Event, if within 10 Business Days (or, in the case of an Asset Status Report prepared prior
to making a determination of an Acceptable Insurance Default, 20 days) of receiving an Asset Status Report, the Controlling Class
Representative (except with respect to any Excluded Loan) does not disapprove such Asset Status Report in writing, then the Controlling
Class Representative shall be deemed to have approved such Asset Status Report and the Special Servicer shall implement the recommended
action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action
that is contrary to applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If, prior to the occurrence
and continuance of any Control Termination Event and such Asset Status Report does not relate to an Excluded Loan, the Controlling
Class Representative disapproves such Asset Status Report within 10 Business Days (or, in the case of an Asset Status Report prepared
prior to making a determination of an Acceptable Insurance Default, 20 days) of receipt, the Special Servicer will revise such
Asset Status Report and deliver to the Operating Advisor (after the occurrence and during the continuance of a Control Termination
Event), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and only
if such Asset Status Report does not relate to an Excluded Loan), the Certificate Administrator, the related Companion Loan Holders
and, subject to Section 11.13 of this Agreement, each Rating Agency a new Asset Status Report as soon as practicable, but
in no event later than 30 days after such disapproval. Prior to the occurrence and continuance of any Control Termination Event,
the Special Servicer shall revise such Asset Status Report as described above until the Controlling Class Representative (only
if an Excluded Loan is not involved) shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days
(or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, 20 days)
of receiving such revised Asset Status Report or until the Special Servicer makes a determination, consistent with the Servicing
Standard, that such objection is not in the best interests of all the Certificateholders and, if applicable, the related Companion
Loan Holders (as a collective whole as if such Certificateholders, and/or Companion Loan Holders, if applicable, constitute a single
lender). The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement
such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section.
In any event, for so long as a Control Termination Event has not occurred and is not continuing and only if an Excluded Loan is
not involved, if the Controlling Class Representative does not approve an Asset Status Report within 60 Business Days from the
first submission thereof, the Special Servicer shall take such action as directed by the Controlling Class Representative, provided
such action does not violate the Servicing Standard. Notwithstanding the foregoing, if the Special Servicer determines that


 



    	-211-



    	 



    




 


emergency
action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders and any related Companion
Loan Holders, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special
Servicer may take actions with respect to the related Mortgaged Property before the expiration of a 10 Business Day period (or
20 day period, if applicable) if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure
to take such actions before the expiration of a 10 Business Day period (or 20 Business Day period, if applicable) would materially
and adversely affect the interest of the Certificateholders and the Companion Loan Holder (if applicable) and the Special Servicer
has made a reasonable effort, prior to the occurrence and continuance of any Control Termination Event, to contact the Controlling
Class Representative. The foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard.
To the extent that the Special Servicer received notice of an Excluded Controlling Class Loan (in the form of Exhibit M-1C
or M-1D), any Asset Status Report or Excluded Information delivered with respect to an Excluded Controlling Class Loan shall
be labeled by the Special Servicer with “Excluded Controlling Class Loan” followed by the loan number and loan name
and sent via email to cmbsexcludedloan@wellsfargo.com, and pursuant to Section 4.02.


 


After the occurrence
and during the continuance of a Control Termination Event, the Special Servicer shall consult on a non-binding basis with the Operating
Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Operating
Advisor shall propose, by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report to
the extent the Operating Advisor determines such alternatives to be in the best interest of the Certificateholders (including any
Certificateholders of Certificates that were previously included in the Control Eligible Certificates), as a collective whole as
if such Certificateholders constituted a single lender. In addition, after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer shall
also consult on a non-binding basis with the Controlling Class Representative (other than any Asset Status Report with respect
to an Excluded Loan) in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and
the Controlling Class Representative shall be permitted to propose alternative courses of action within 10 days of receipt of each
Asset Status Report. The Special Servicer shall consider any such proposals from the Operating Advisor and/or the Controlling Class
Representative and determine whether any changes to its proposed Asset Status Report should be made, such determination being made
in accordance with the Servicing Standard and the other terms of this Agreement. In the event that the Operating Advisor or the
Controlling Class Representative does not propose alternative courses of action within 10 days after receipt of such Asset Status
Report, the Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


Notwithstanding anything
to the contrary herein, after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class
Representative shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect
to any matter set forth therein. After the occurrence and during the continuance of a Control Termination Event, the Controlling
Class Representative shall have no right to consent to any Asset Status Report under this Section 3.21(b). From and after
the Closing Date, the


 



    	-212-



    	 



    




 


Controlling Class Representative shall have no right to receive any Asset Status Report related to an Excluded
Loan or otherwise to consent or object thereto under this Section 3.21(b) or otherwise consult with the Special Servicer
with respect to any matter set forth therein.


 


Notwithstanding the foregoing
or any other provision of this Agreement to the contrary, with respect to a Serviced Whole Loan, each related Companion Loan Holder
(or its Companion Loan Holder Representative) shall, at all times contemplated by the related Co-Lender Agreement, be entitled
to consult on a non-binding basis with the Special Servicer and propose alternative courses of action in respect of any Asset Status
Report as set forth in Section 3.28(d) of this Agreement.


 


(c)          Subject to Section
3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer shall have the authority
to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most recent Asset Status
Report for the related Mortgage Loan.


 


(d)          Upon request of
any Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Certificate Administrator with an
Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request a copy
of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling Class Holder shall
not be provided with any Final Asset Status Report (or copy thereof) with respect to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is a Borrower Party.


 


(e)          Prior to the occurrence
and continuance of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor only each Final Asset
Status Report.


 


(f)           Notwithstanding
the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor, any
Companion Loan Holder, any Companion Loan Holder Representative or the Controlling Class Representative that would require or cause
the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer
to violate provisions of this Agreement or any Co-Lender Agreement, require or cause the Special Servicer to violate the terms
of any Mortgage Loan or Serviced 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 either 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, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement. In addition, the Special Servicer is under no obligation to act
upon any recommendation of the Operating Advisor.


 


(g)          Notwithstanding
the foregoing, in the case of the Element LA Whole Loan (prior to the Element LA Companion Loan Securitization Date), only the
Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (without regard to whether a Control Termination
Event or a Consultation Termination Event has occurred) may exercise the rights of the Controlling Class Representative described
in this


 



    	-213-



    	 



    




 


Section 3.21, and neither the Controlling Class Representative nor the Operating Advisor will have any of the above
described consent or (in the case of the Operating Advisor) consultation rights, as applicable, unless permitted under the related
Co-Lender Agreement.


 


Section 3.22     Transfer
of Servicing Between Master Servicer and Special Servicer; Record Keeping.


 


(a)          Upon determining
that any Mortgage Loan or Serviced Whole Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written
notice thereof to the Special Servicer, any related Companion Loan Holder (in the case of a Serviced Whole Loan), the Operating
Advisor, the Certificate Administrator, the Trustee and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency and shall
deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating
Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the
original documents constituting the Mortgage File, but including copies thereof) and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to the Mortgage Loan or Serviced Whole Loan and reasonably requested by
the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The
Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date
such Mortgage Loan and/or Serviced Companion Loan became a Specially Serviced Loan and in any event shall continue to act as Master
Servicer and administrator of such Mortgage Loan and/or Serviced Companion Loan until the Special Servicer has commenced the servicing
of such Mortgage Loan and/or Serviced Companion Loan, which shall occur upon the receipt by the Special Servicer of the Servicing
File. With respect to each such Mortgage Loan and/or Serviced Companion Loan that becomes a Specially Serviced Loan, the Master
Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Mortgage Loan and/or Serviced
Companion Loan to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of
such a Specially Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor.


 


Upon determining that
a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give written notice thereof
to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Companion Loan Holder and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject
to Section 11.13 of this Agreement, each Rating Agency and, upon giving such notice and the return of the Servicing File
to the Master Servicer, such Mortgage Loan and/or Serviced Companion Loan shall cease to be a Specially Serviced Loan in accordance
with the first proviso of the definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Mortgage
Loan and/or Serviced Companion Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage
Loan and/or Serviced Companion Loan as a Mortgage Loan and/or Serviced Companion Loan that is not a Specially Serviced Loan shall
resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the
Special Servicer, upon such determination, the Special Servicer shall instruct the related


 



    	-214-



    	 



    




 


Mortgagor to remit all payments in respect
of such Specially Serviced Loan directly to the Master Servicer.


 


(b)          In servicing any
Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within the definition
of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession of
the Special Servicer) and copies of any additional related Mortgage Loan or Serviced Whole Loan information, including correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)          Notwithstanding
the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and the Operating Advisor
with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under this Agreement
to the extent such information is within its possession. Upon request, the Special Servicer shall provide the Master Servicer and
the Operating Advisor with any information reasonably required by the Master Servicer to perform its duties under this Agreement
to the extent such information is within its possession.


 


Section 3.23     Interest
Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account. The Interest
Reserve Account shall be established and maintained as an Eligible Account. On each Master Servicer Remittance Date occurring
in February and on any Master Servicer Remittance Date occurring in January in a year which is not a leap year (unless, in either
such case, the related Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator
for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans which accrue interest on the basis of a 360-day
year and the actual number of days in the related month, an amount equal to one day’s interest at the related Mortgage Loan
Rate, less the Administrative Cost Rate, on the Stated Principal Balance of each such Mortgage Loan as of the close of business
on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent
a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable)
and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March (or February
if the final Distribution Date occurs in such month) of each calendar year, the Certificate Administrator shall transfer to the
Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.


 


Section 3.24     Modifications,
Waivers and Amendments.


 


(a)          (i) With respect
to Performing Loans, the Master Servicer, subject to the Special Servicer’s consent if the subject modification, waiver or
amendment constitutes a Major Decision or (ii) with respect to Specially Serviced Loans, the Special Servicer, in each case subject
to any applicable consultation rights of the Operating Advisor following a Control Termination Event, if any, any applicable consent
and/or consultation rights of the Controlling Class Representative or the Element LA Companion Loan Holder with respect to the
Element


 



    	-215-



    	 



    




 


LA Note A-1A Companion Loan (or its representative), as applicable, and, to the extent required in accordance with the
related Co-Lender Agreement, any applicable consultation rights of any related Companion Loan Holder or its Companion Loan Holder
Representative (as applicable), may modify, waive or amend any term of any Mortgage Loan (other than Non-Serviced Mortgage Loans)
or Serviced Whole Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not
constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust
to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2)
result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d),
but not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer
and the Special Servicer may rely on an Opinion of Counsel with respect to such determination.


 


In addition, with respect
to Performing Loans, to the extent any modification, waiver, amendment or other action constitutes a Major
Decision pursuant to Section 6.09(a) of this Agreement, the Master Servicer shall obtain the consent of the Special Servicer,
and, in each case, to the extent any modification, waiver, amendment or other action constitutes a Major Decision pursuant to Section
6.09(a) of this Agreement, the Special Servicer shall, prior to the occurrence and continuance of an applicable Control Termination
Event, obtain the consent of the related Controlling Class Representative. Prior to the occurrence and continuance of an applicable
Control Termination Event, the Special Servicer shall also obtain the consent of the Controlling Class Representative with respect
to any modification, waiver, amendment or other action that constitutes a Major Decision pursuant to Section 6.09(a) of
this Agreement with regard to any Specially Serviced Loan.


 


No modification, waiver
or amendment of any Co-Lender Agreement related to a Serviced Whole Loan, or an action to enforce rights with respect thereto,
in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall
be permitted without the prior written consent of the Special Servicer.


 


When the Special Servicer’s
consent is required and the Master Servicer is recommending approval with respect to any modification, waiver, amendment or other
action with regard to any Performing Loan, the Master Servicer shall promptly provide the Special Servicer with written notice
of its request for such modification, waiver, amendment or other action, accompanied by the Master Servicer’s written recommendation
and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special
Servicer or the Controlling Class Representative 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 any applicable consent or consultation rights of any
Serviced 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. Subject to Section 3.09 of this Agreement, the Special
Servicer shall have 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required by the


 



    	-216-



    	 



    




 


related
Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60
days with respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s
written analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve
such modification, waiver, amendment or other action and, prior to the end of such 15 Business Day period or such longer period
if required by the applicable Co-Lender Agreement or 60-day period, as applicable, the Special Servicer shall notify the Controlling
Class Representative (except in the case of the Element LA Whole Loan and if and for so long as an applicable Control Termination
Event has not occurred and is not continuing) or the Element LA Companion Loan Holder with respect to the Element LA Note A-1A
Companion Loan (or its representative) (in the case of the Element LA Whole Loan) of such request for approval of each such modification,
waiver, amendment or other action that constitutes a Major Decision and provide its written analysis and recommendation with respect
thereto. Following such notice, the Controlling Class Representative or the Element LA Companion Loan Holder with respect to the
Element LA Note A-1A Companion Loan (or its representative), as applicable, shall have 10 Business Days (or, in the case of a determination
of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis
of the Master Servicer or the Special Servicer, as applicable, and any other information it may reasonably request (or, with respect
to a Serviced Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation
of the Special Servicer or the Master Servicer relating to any request for approval. In any event, subject to the Co-Lender Agreement
for any Whole Loan, if the Controlling Class Representative or the Element LA Companion Loan Holder with respect to the Element
LA Note A-1A Companion Loan (or its representative), as applicable, if required, does not respond to a request for approval by
5:00 p.m. on the 10th Business Day or such longer period if required by the applicable Co-Lender Agreement or 20th day, as applicable,
after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding sentence,
the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the Controlling Class Representative
or the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (or its representative), as applicable,
and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or such longer period
if required by the applicable Co-Lender Agreement) or 60 days, as applicable, the Master Servicer may deem its recommendation approved
by the Special Servicer. With respect to any Performing Loan, the Master Servicer, without the consent of the Special Servicer
or Controlling Class Representative, shall be responsible to determine whether to consent to or approve any request by the related
Mortgagor with respect to any action that is not a Major Decision.


 


(b)          All modifications,
waivers or amendments of any Mortgage Loan or Serviced Whole Loan shall be in writing and shall be effected in a manner consistent
with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify in writing the Trustee, the
Certificate Administrator, the Depositor, any related Companion Loan Holder (in the case of a Serviced Whole Loan which, for so
long as any Serviced Companion Loan has been included in an Other Securitization Trust, shall be deemed to be the related master
servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received written notice otherwise),
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating
Advisor (after the


 



    	-217-



    	 



    




 


occurrence and during the continuance of a Control Termination Event) and, subject to Section 11.13 of
this Agreement, each Rating Agency, in writing, of any modification, waiver or amendment of any term of any Mortgage Loan or Serviced
Whole Loan and the date thereof, and shall deliver a copy to the Trustee, any related Companion Loan Holder (in the case of a Serviced
Whole Loan which, for so long as any Serviced Companion Loan has been included in an Other Securitization Trust, shall be deemed
to be the related master servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received
written notice otherwise), the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and an original
to the Custodian of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following
the execution and recordation thereof. For the avoidance of doubt, the requirements with respect to delivery of an assumption agreement
shall be governed by Section 3.09.


 


(c)          Any modification
of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan Documents, or any modification
that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such Loan Documents, shall not
be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at the related Mortgagor’s
expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not
pay, at the expense of the Trust Fund.


 


(d)          Promptly after
any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the Certificate
Administrator the name of the current Controlling Class Representative and shall request from the Master Servicer the name of the
current related Companion Loan Holder(s). Upon receipt of the name of such current Controlling Class Representative from the Certificate
Administrator, the Special Servicer shall notify the Controlling Class Representative that such Mortgage Loan became a Specially
Serviced Loan. Upon receipt of the name(s) of such current related Companion Loan Holder(s) from the Master Servicer, the Special
Servicer shall notify the related Companion Loan Holder(s) that the related Serviced Whole Loan became a Specially Serviced Loan.
The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative only
to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided
that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling Class
Representative”, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the
Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository
at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide
(on a reasonably prompt basis) such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund.


 


(e)          [Reserved].


 


(f)           The Special Servicer
or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the


 



    	-218-



    	 



    




 


instruments
evidencing or securing the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms of this Agreement and
applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection
with such request and any related costs and expenses incurred by it; provided that the charging of such fee would not be
a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(g)          Notwithstanding
anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)           extend
the Maturity Date of a Mortgage Loan or Serviced Whole Loan beyond a date that is 3 years prior to the Rated Final Distribution
Date; or


 


(ii)          if
the Mortgage Loan or Serviced Whole Loan is secured by a ground lease, extend the Maturity Date of such Mortgage Loan or Serviced
Whole Loan beyond a date which is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to
the remaining term of the ground lease, 10 years prior to the end of the current term of such ground lease, plus any options to
extend exercisable unilaterally by the related Mortgagor.


 


(h)          In connection
with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii)
the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require the Mortgagor
to provide such calculation to the Master Servicer or the Special Servicer, as applicable) 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, unless then permitted by the REMIC
Provisions, such calculation shall exclude the value of personal property and going concern value, if any. If, following any such
release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable,
will require a payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor
provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan
will not fail to be a Qualified Mortgage.


 


(i)           If and to the
extent that the Trust, as holder of a Non-Serviced Mortgage Loan, is entitled to exercise any consent and/or consultation rights
with respect to modifications, waivers and amendments or certain other major decisions under the applicable Other Pooling and Servicing
Agreement, such rights shall be exercised by the Controlling Class Representative, in accordance with Section 3.01(i). The
Master Servicer and the Special Servicer shall only be obligated to forward any requests received from the related Other Master
Servicer or the related Other Special Servicer, as applicable, for such consent and/or consultation to the Controlling Class Representative,
and shall have no right or obligation to exercise any such consent or consultation rights.


 



    	-219-



    	 



    




 


Section 3.25     Additional
Obligations with Respect to Certain Mortgage Loans.


 


With respect to each
Mortgage Loan (other than the Non-Serviced Mortgage Loans) with a Stated Principal Balance in excess of $35,000,000, with respect
to any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer, as applicable, to
the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition its consent
to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


With respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly secured by any equity interest
of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Loan and (ii) the performance of
the particular obligation would not constitute a Major Decision) or the Special Servicer (if (i) the related Mortgage Loan is a
Specially Serviced Loan or (ii) the performance of an obligation would constitute a Major Decision) shall perform the obligations
of the Trust, as holder of the related Mortgage Loan, or its servicer under the related mezzanine loan intercreditor agreement.


 


Section 3.26     Certain
Matters Relating to the Non-Serviced Mortgage Loans.


 


In the event that any
of an Other Trustee, an Other Master Servicer, an Other Certificate Administrator or an Other Special Servicer shall be replaced
in accordance with the terms of the applicable Other Pooling and Servicing Agreement and notice of such replacement is provided
to the parties hereto, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to an Other
Trustee, an Other Master Servicer, an Other Certificate Administrator or an Other Special Servicer, as the case may be, in each
case with reasonable promptness following request therefor by a party to the applicable Other Pooling and Servicing Agreement.
In addition to the foregoing, with respect to the Element LA Whole Loan, after the Element LA Companion Loan Securitization Date
the related Mortgage Loan shall be a Non-Serviced Mortgage Loan, and the rights, duties and obligations of the Issuing Entity and
the parties to this Agreement shall be as set forth herein with respect to Non-Serviced Mortgage Loans.


 


Prior to the Element
LA Companion Loan Securitization Date, the Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the
Element LA Companion Loan Securitization Date, the Master Servicer shall, upon written request, if the Master Servicer is not the
related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds held for such Whole Loan to
the related Other Master Servicer.


 


Section 3.27     Additional
Matters Regarding Advance Reimbursement.


 


(a)          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 deposited in the Collection Account, the Master Servicer
or the Trustee, 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 3.06(a)(ii)(B) of this Agreement immediately, may


 






    	-220-



    	 



    

 


elect to refrain
from obtaining such reimbursement for some or all such portion of the Nonrecoverable Advance during the one-month Prepayment Period
ending on the then-current Determination Date, for successive one-month periods for a total not to exceed 12 months; provided
that any deferral in excess of 6 months shall be subject to the consent of the Controlling Class Representative (unless a Control
Termination Event has occurred and is continuing, in which case the Controlling Class Representative shall be consulted with unless
a Consultation Termination Event has occurred and is continuing) or, with respect to the Element LA Whole Loan, the consent of
the holder of the Element LA Note A-1A Companion Loan (or its representative). If the Master Servicer or the Trustee makes such
an election 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 discretion option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B)
of this Agreement). 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 Prepayment 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
to be received before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance
or portion thereof) until the end of such Prepayment Period; provided, however, if, at any time the Master Servicer
or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable Advance during a one-month Prepayment 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, subject to Section 11.13 of this Agreement, give the
Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the
Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer or the Trustee, as applicable, determines
in its sole discretion that waiting 15 days after such a notice could jeopardize the Master Servicer’s or the Trustee’s,
as applicable, ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes
known to the Master Servicer or the Trustee, as applicable, that could affect or cause a determination of whether any Advance is
a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above,
or (3) the Master Servicer has not timely received from the Trustee information requested by the Master Servicer to consider in
determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply,
the Master Servicer or the Trustee, as applicable, shall, subject to Section 11.13 of this Agreement, give Rating Agencies
notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest
on the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 11.13 of this Agreement,
the Master Servicer or the Trustee, as applicable, shall have no liability for any loss, liability or expense resulting from any
notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election by the Master Servicer or the
Trustee to refrain from reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with
respect to any Collection Period shall not be construed to impose on the Master Servicer or the Trustee any obligation to make
such an election (or any entitlement in favor of


 



    	-221-



    	 



    




 


any Certificateholder or any other Person to such an election) with respect to
any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master Servicer or the Trustee to
otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the
Master Servicer or the Trustee shall not be construed to impose any duty on the other such party to make such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an election). 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 Prepayment Periods shall not limit the accrual of interest on such Nonrecoverable Advance for the period prior to the
actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Trustee or the other parties to this Agreement
will have any liability to one another or to any of the Certificateholders for any such election that such party makes to refrain
or not to refrain from reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse economic
or other effects that may arise from such an election nor will such election constitute a violation of the Servicing Standard or
any duty under this Agreement. The Master Servicer’s or the Trustee’s, as applicable, election, if any, 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 give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance if there are principal
collections then available in the Collection Account pursuant to Section 3.06 of this Agreement or to defer reimbursement
of a Nonrecoverable Advance for an aggregate period exceeding 12 months.


 


(b)          If the Master
Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance is required to be
made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the failure, to give
the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make the Advance
unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section 3.28     Companion
Loan Co-Lender Matters.


 


(a)          If, pursuant to
Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage Loan that relates to a Serviced
Whole Loan is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof shall be bound
by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the note that represents the
related Mortgage Loan under such Co-Lender Agreement. All portions of the related Mortgage File and (to the extent provided under
the related Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent
necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the Note that represents the related
Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Note) on behalf of the holders
of the Notes that represent the Companion Loans. Thereafter, such Mortgage File shall be held by the holder of the Note that represents
the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holders of the
related Companion Loans as their interests appear under the Co-Lender Agreement. If the related Servicing File is not already in
the possession of such party, it shall be delivered to the master


 



    	-222-



    	 



    



 


servicer or special
servicer, as the case may be, under any separate servicing agreement for the subject Serviced Whole Loan.


 


(b)          
With respect to each Companion Loan that is part of a Serviced Whole 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 Loan Holder or is exercisable in conjunction with any related Companion Loan Holder or its Companion Loan
Holder Representative, then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted
to exercise such right or, (ii) to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling
Class Representative, as applicable, shall be required to exercise such right in conjunction with any related Companion Loan Holder
or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary
but subject to Section 3.17(q) (as to consent rights) and Section 3.28(d) below (as to consultation rights),
the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of, the
holder of any Companion Loan or its Companion Loan Holder Representative 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 or consultation with the Companion Loan Holder or its Companion Loan Holder Representative without such consent or consultation.
In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports
and notices to the Companion Loan Holder as required under the Co-Lender Agreement.


 


(c)          
With respect to each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis
a statement setting forth, to the extent applicable to such Serviced Whole Loan:


 


(i)           
(A) the amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to principal and (B)
separately identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option
of the Mortgagor or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds
included therein and information on distributions made with respect to the related Serviced Whole Loan;


 


(ii)          
the amount of the distribution from the related Serviced Whole Loan Custodial Account allocable to interest and the amount
of Default Interest allocable to the related Serviced Whole Loan;


 


(iii)         
the amount of the distribution to the related Companion Loan Holder, separately identifying the non-default interest, principal
and other amounts included therein, and if the distribution to a Companion Loan Holder is less than the full amount that would
be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall
and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Serviced
Whole Loan;


 






    	-223-



    	 



    

 


(iv)         
the principal balance of each of the related Serviced Whole Loan and related Companion Loan after giving effect to the
distribution of principal on the most recent Distribution Date; and


 


(v)          
the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not later than each Distribution
Date, the Master Servicer shall make the foregoing statement available to the Companion Loan Holder (or the master servicer, special
servicer or certificate administrator, as applicable, for the related Other Securitization Trust on its behalf) by electronic means
(which may include posting such information pursuant to the applicable CREFC® reports on the Master Servicer’s
website).


 


(d)          
Unless otherwise stated in the related Co-Lender Agreement (other than with respect to Element LA Mortgage Loan), (i) the
Special Servicer (with respect to Specially Serviced Loans) or the Master Servicer (with respect to Performing Loans), as applicable,
shall be required to provide copies to any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative)
of any notice, information and report that is required to be provided to the Controlling Class Representative, 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 such Serviced Whole Loan within the same time frame such notice, information and report is required to be provided
to the Controlling Class Representative (for this purpose, without regard to whether such items are actually required to be provided
to the Controlling Class Representative under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event), and (ii) upon request, the Special Servicer shall be required to consult with any related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative) on a strictly non-binding basis, to the extent having received such notices,
information and reports, such related Companion Loan Holder (or its Companion Loan Holder Representative) requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the related Serviced Whole Loan, and consider alternative actions recommended by such related Companion Loan Holder (or its
Companion Loan Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery
to such related Serviced Companion Loan Holder (or its Companion Loan Holder Representative) by the 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 Representative or the Special Servicer, as applicable, shall no longer be obligated to consult with such related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative), whether or not such related Serviced Companion Loan Holder
(or its Companion Loan Holder Representative) has responded within such ten (10) Business Day period (unless the 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).


 


In addition to the foregoing,
with respect to the Element LA Mortgage Loan (prior to the Element LA Companion Loan Securitization Date) and only for so long
as no Consultation


 






    	-224-



    	 



    

 


Termination Event has occurred or is continuing, (i) the Special Servicer (with respect to Specially Serviced
Loans) or the Master Servicer (with respect to Performing Loans), as applicable, shall be required to provide to the Controlling
Class Representative copies of any notice, information and report that it is required to provide to the Element LA Companion Loan
Holder with respect to the Element LA Note A-1A Companion Loan (or its representative) pursuant to this Agreement with respect
to any Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating thereto, within
the same time frame it is required to provide such notice, information or report on other loans and (ii) upon request, the Special
Servicer shall be required to consult with the Controlling Class Representative on a strictly non-binding basis, to the extent
having received such notices, information and reports, the Controlling Class Representative requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the
related Whole Loan, and consider alternative actions recommended by the Controlling Class Representative; provided that
after the expiration of a period of ten (10) Business Days from the delivery to the Controlling Class Representative by the 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 Representative or the Special Servicer, as applicable, shall no longer be obligated to consult with the
Controlling Class Representative, whether or not the Controlling Class Representative has responded within such ten (10) Business
Day period (unless the 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). The Special Servicer is not obligated at any time to follow or take any alternative actions
recommended by the Controlling Class Representative with respect to the Element LA Whole Loan.


 


Notwithstanding the consultation
rights of the Controlling Class Representative or any related Companion Loan Holder (or its Companion Loan Holder Representative)
set forth above in this Section 3.28(d), the Master Servicer or the Special Servicer, as applicable, 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 the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders and the related Companion Loan Holder. In no event shall the Master
Servicer or the Special Servicer, as applicable, be obligated at any time to follow or take any alternative actions recommended
by the Controlling Class Representative or any related Companion Loan Holder (or its Companion Loan Holder Representative) in accordance
with this Section 3.28(d); provided, that after the expiration of a period of ten Business Days from the delivery to the
Controlling Class Representative or a related Companion Loan Holder (or its representative) of such items, the Special Servicer
will no longer be obligated to consult with the Controlling Class Representative or such Companion Loan Holder (or its representative),
unless the Special Servicer proposes a new course of action that is materially different from the action previously proposed; provided
that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect
the interests of the Certificateholders, the Special Servicer may take such action without waiting for such response. Other than
with respect to the Element LA Whole Loan, the Special Servicer shall not be obligated at any time to follow or take any alternative
actions


 






    	-225-



    	 



    

 


recommended by a Companion Loan Holder (or its representative) with respect to a Serviced Whole Loan.


 


(e)           
In addition to the consultation or consent rights of a Companion Loan Holder (or its Companion Loan Holder Representative)
provided in the immediately preceding paragraph, a Companion Loan Holder shall have the right to attend (in person or telephonically)
annual meetings with the Special Servicer at the offices of the Special Servicer upon reasonable notice and at times reasonably
acceptable to the Special Servicer in which servicing issues related to the related Serviced Whole Loan are discussed.


 


(f)           
Upon receipt of written notice of the transfer of all or a portion of any Serviced Companion Loan, the Master Servicer shall
promptly notify the Special Servicer, the Trustee, the Custodian and the Certificate Administrator of any change in the identity
and/or notice information of any Serviced Companion Loan Holder (or its representative) to the extent the Master Servicer has such
information, such written notice is not also addressed to such applicable party and the Master Servicer has not previously provided
such information thereto; provided that, if the Serviced Companion Loan has been included in an Other Securitization Trust,
the Companion Loan Holder will be deemed to be the related master servicer under the related Other Pooling and Servicing Agreement
for purposes of providing notice(s), reports and any other information to the Companion Loan Holder under this Agreement, unless
the notifying party has received written notice otherwise. Subject to Section 11.04, the Master Servicer may reasonably
rely on the information provided to the Master Servicer regarding the identity and/or contact information of a Serviced Companion
Loan Holder (or its representative). Each of the Special Servicer, the Trustee, the Custodian and the Certificate Administrator
shall be entitled to rely on such information so provided by the Master Servicer.


 


Section 3.29     
Appointment and Duties of the Operating Advisor.


 


(a)           
Situs Holdings, LLC is hereby appointed to serve as the initial Operating Advisor.


 


(b)          
The Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in
respect of Specially Serviced Loans, consult with the Special Servicer and perform each other obligation of the Operating Advisor
as set forth in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders
and, in the case of a Serviced Whole Loan (other than the Element LA Whole Loan), the related Serviced Companion Loan Holder(s)
(as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Holder(s), constitute a single
lender), and not solely any particular Class of Certificateholders or any Serviced Companion Loan Holder (as determined by
the Operating Advisor in the exercise of its good faith and reasonable judgment) (the “Operating Advisor Standard”).
The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any other Person in connection
with this Agreement.


 


(c)          
Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor shall promptly review (i) all
information available to Privileged Persons on the Certificate Administrator’s Website with respect to the Special Servicer,
assets on the


 






    	-226-



    	 



    

 


CREFC® Servicer Watch List and Specially Serviced Loans and (ii) each Final Asset Status Report.


 


(d)          
(i) After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review
the Special Servicer’s operational practices in light of the Servicing Standard and the requirements of this Agreement, with
respect to the resolution and/or liquidation of the Specially Serviced Loans.


 


(ii)           After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Sections 10.07
and 10.08 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to Section 10.09
of this Agreement, any Asset Status Report and other information (other than any communications between the Controlling Class
Representative or a Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the
Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the
Operating Advisor shall (if any Mortgage Loans (other than the Element LA Mortgage Loan) were Specially Serviced Loans during
the prior calendar year) prepare and deliver to the Depositor (which shall, subject to Section 11.13 of this
Agreement, deliver such Operating Advisor Annual Report to the Rating Agencies), the Special Servicer, the Trustee and the
Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website), within 120 days of the end of the prior calendar year an annual report (the
“Operating Advisor Annual Report”), substantially in the form of Exhibit R of this Agreement
(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; provided, further, 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 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 or liquidation
of the Specially Serviced Loans and with respect to each Asset Status Report delivered to the Operating Advisor by the
Special Servicer during the prior calendar year. Only as used in connection with the Operating Advisor’s annual report,
the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate
to the resolution or liquidation of Specially Serviced Loans, taking into account the 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 annual compliance statement, Assessment of Compliance
report, Attestation Report, asset status report and other information delivered to the Operating Advisor by the Special
Servicer (other than any communications between the Controlling Class Representative or any related directing holder, as
applicable, and the Special Servicer that would be Privileged Information) pursuant to the provisions of this Agreement.
Subject to the restrictions in this Agreement, including, without limitation, this Section 3.29, each such
Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and
(ii) from the Special Servicer’s obligations under this Agreement


 






    	-227-



    	 



    

 


with respect to the resolution or liquidation of the Specially Serviced Loans, (B) comply with all of the confidentiality
requirements applicable to the Operating Advisor described in this Agreement and (C) in the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall
describe any such limitations in the Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from its lack of access to Privileged Information. Such Operating Advisor Annual Report shall be delivered to the Trustee,
the Certificate Administrator, the Special Servicer and the Depositor (which shall, subject to Section 11.13 of this
Agreement, deliver such Operating Advisor Annual Report to the Rating Agencies), and the Certificate Administrator shall promptly
upon receipt post such Operating Advisor Annual Report on the Certificate Administrator’s Website; provided, however,
that the Operating Advisor shall deliver to the Special Servicer, the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event) any annual report produced by the Operating Advisor no less than ten (10)
calendar days prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The Operating Advisor may,
but shall not be obligated to, revise the Operating Advisor Annual Report based on any comments received from the Special Servicer
or the Controlling Class Representative. No Operating Advisor Annual Report shall be required from the Operating Advisor with
respect to the Special Servicer if during the prior calendar year no Asset Status Report was prepared by the Special Servicer
in connection with a Specially Serviced Loan or REO Property. In addition, in the event the Special Servicer is replaced during
the prior calendar year, the Operating Advisor shall only be required to prepare an Operating Advisor Annual Report relating to
each entity that was acting as the 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 anything
in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance shall
be based on the provisions of this Agreement and (ii) so long as Wells Fargo Bank, National Association is acting as Special Servicer,
then such Special Servicer shall provide the Operating Advisor reasonable access, at such Special Servicer’s offices during
normal business hours, to such Special Servicer’s policies and procedures. The Operating Advisor will be permitted to review
such policies and procedures but will not be permitted to retain hard copies and will not be provided with any electronic copies
or soft copies. The Operating Advisor shall keep all information contained in the policies and procedures strictly confidential,
except (A) the Operating Advisor may disclose such information if (i) such information becomes generally available and known to
the public other than as a result of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required
by applicable law, as evidenced by an opinion of counsel (which shall be an expense of the Operating Advisor) delivered to the
Operating Advisor and the Special Servicer and (B) the Operating Advisor may disclose a particular portion of the policies and
procedures solely when necessary to support specific conclusions concerning allegations of material deviations from the Servicing
Standard (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor to replace
Wells Fargo Bank, National Association as the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the
foregoing, the Operating Advisor will be permitted to share such information with its Affiliates and any subcontractors of the
Operating Advisor to the extent


 






    	-228-



    	 



    

 


reasonably necessary to perform the Operating Advisor’s obligations under this Agreement
and provided such Affiliates and subcontractors of the Operating Advisor agree in writing prior to their receipt of such information
to be bound by the same confidentiality provisions applicable to the Operating Advisor.  The Operating Advisor’s assessment
may not take into account the fact that Wells Fargo Bank, National Association as Special Servicer limited the Operating Advisor’s
access to such Special Servicer’s written policies and procedures pursuant to the provisions of this Agreement. Nothing set
forth herein shall limit or affect the scope of the Operating Advisor’s platform level review in connection with its preparation
of the Operating Advisor Annual Report, provided that the Operating Advisor’s access to or reliance upon such Special Servicer’s
written policies and procedures shall be subject to the terms of this paragraph.  During any period when the Special Servicer
is not Wells Fargo Bank, National Association, or an Affiliate of Wells Fargo Bank, National Association, the requirements and
limitations contained in this paragraph with respect to such Special Servicer shall be null and void, and the Operating Advisor
shall have adequate and timely access to the policies and procedures of any successor special servicer as the Operating Advisor
determines necessary to fulfill its duties under this Agreement.


 


(e)          
Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal
Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course of action
to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations
have been finalized. The Operating Advisor shall review such calculations but may not opine on, or otherwise call into question
such Appraisal Reduction Amount and/or net present value calculations; provided, however, if the Operating Advisor
discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and
the Controlling Class Representative of such error.


 


(f)           
After the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization
by the Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present value
used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation
of a Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof, 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.


 


In connection with this
Section 3.29, in the event the Operating Advisor does not agree with the mathematical calculations or the application
of the applicable non-discretionary portions of the formulas required to be utilized for such calculation, the Operating Advisor
and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the
application of the non-discretionary portions of the related formulas in arriving at those mathematical calculations or any disagreement
within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the


 






    	-229-



    	 



    

 


Operating Advisor and
the 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 determine which calculation is to apply. In making such determination, the Certificate Administrator may hire an independent
third-party to assist with any such calculation at the expense of the Trust Fund. The Certificate Administrator shall be entitled
to conclusively rely on such third-party calculation.


 


(g)          
After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a
non-binding basis) with the Operating Advisor in connection with any Major Decision and consider alternative actions recommended
by the Operating Advisor, but only to the extent consultation with, or consent of, the Controlling Class Representative would have
been required prior to the occurrence and continuance of such Control Termination Event. Notwithstanding the foregoing, the Operating
Advisor will not have any of the above described consultation or other rights or obligations with respect the Element LA Whole
Loan.


 


(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 relating to the Operating Advisor Annual Reports
or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or
not referenced in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms
of Section 4.02(a) of this Agreement.


 


(i)           
Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged
Information received from the Special Servicer, Controlling Class Representative or any Companion Loan Holder (or its Companion
Loan Holder Representative) in connection with the exercise of the rights of the Controlling Class Representative or Companion
Loan Holder 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.


 


(j)           
The Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information
to any Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly
required by this Agreement, 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 Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person without the prior written consent of the Special Servicer, the Element LA Companion Loan Holder with
respect to the Element LA Note A-1A Companion Loan (with respect to the Element LA Whole Loan) and, unless a Consultation Termination
Event has occurred and is continuing, the Controlling Class Representative (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan and the Element LA Whole Loan) other than pursuant to a Privileged Information Exception.


 






    	-230-



    	 



    

 


(k)          
On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts
on deposit in the Collection Account or the Serviced Whole Loan Custodial Account, as applicable, pursuant to Section 3.06
or Section 3.06A of this Agreement, as applicable. 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 rights. Each of the
Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account
as provided in Section 3.06 and Section 3.06A of this Agreement (or the Serviced Whole Loan Custodial Accounts),
but with respect to the Operating Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received
from the related Mortgagor. When the Operating Advisor has consultation rights with respect to a Major Decision under this Agreement,
the Master Servicer or the Special Servicer, as applicable, 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 Loan Documents. The Master Servicer or the 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 in no event shall the Master Servicer or the 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 the Special Servicer, as applicable, shall consult with the Operating Advisor prior
to any such waiver or reduction.


 


(l)           
Notwithstanding anything in the Agreement to the contrary, the Operating Advisor will not have any of the above described
consultation or other rights or obligations with respect the Element LA Whole Loan or any Non-Serviced Whole Loan.


 


Section 3.30     
Rating Agency Confirmation.


 


(a)           
Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan
Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “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 10 Business Days of the Rating Agency Confirmation request being posted to the
Depositor’s 17g-5 Website, such Rating Agency has not granted such request, rejected such request or 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 Requesting Party shall be required to confirm (through direct communication) that the
applicable Rating Agency has received the Rating Agency Confirmation request, and if it has, promptly request the related Rating
Agency Confirmation again (which can also be through direct communication), and if there is no response to either such Rating Agency
Confirmation request within five (5) Business Days of such second request, as applicable, 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 Loan Document or related intercreditor agreement or Co-Lender Agreement requiring
a Rating Agency Confirmation or


 






    	-231-



    	 



    

 


any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than
as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then
the Master Servicer (with respect to the Performing Loans) or the Special Servicer (with respect to the Specially Serviced Loans
and REO Mortgage Loans), as applicable) shall determine (with the consent of the Controlling Class Representative (unless a Control
Termination Event has occurred and is continuing) or, prior to the Element LA Companion Loan Securitization Date in the case of
the Element LA Whole Loan, with the consent of the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion
Loan (or its representative)), and in any event only in the case of actions that would otherwise be Major Decisions), which consent
shall be pursued by the Special Servicer and deemed given if such Controlling Class Representative or the Element LA Companion
Loan Holder with respect to the Element LA Note A-1A Companion Loan (or its representative) does not respond within seven (7)
Business Days of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance
with its duties under this Agreement and in accordance with the Servicing Standard whether such action would be in accordance with
the Servicing Standard, and if the Requesting Party (or if the Requesting Party is the related Mortgagor, then the Master Servicer
(with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Mortgage Loans), as
applicable) determines that such action would be in accordance with the Servicing Standard, except as provided in Section 3.30(b),
then the requirement to obtain a Rating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master
Servicer or the Special Servicer, such condition shall be considered satisfied if (i) as certified in writing by the replacement
master servicer or special servicer, as applicable, (A) the applicable replacement master servicer or special servicer has been
appointed as a master servicer or special servicer on a transaction level basis, as applicable, on the closing date of a commercial
mortgage loan securitization with respect to which Moody’s rated one or more classes of certificates and one or more classes
of certificates are still outstanding and rated by Moody’s and (B) Moody’s has not cited servicing concerns of the
applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
rated by Moody’s in any other commercial mortgage backed securitization transaction and serviced by the applicable servicer
prior to the time of determination, if Moody’s is the non-responding Rating Agency; (ii) as certified in writing by
the replacement master servicer or special servicer, as applicable, KBRA has not cited servicing concerns of the applicable replacement
master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial
mortgage backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the
non-responding Rating Agency; and (iii)  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 a Special Servicer), if Fitch is
the non-responding Rating Agency; and (z) with respect to a replacement or successor of the Operating Advisor, such condition shall
be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency has not cited concerns regarding
the replacement operating advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or
placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial


 






    	-232-



    	 



    

 


mortgage-backed securities transaction with respect to which the replacement operating advisor acts as trust advisor or operating
advisor prior to the time of determination, as certified in writing by the replacement operating advisor.


 


Any Rating Agency Confirmation
request made by the Master Servicer, the Special Servicer, Certificate Administrator, Operating Advisor 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 reasonably necessary for the Rating Agency to process such
request, subject to Section 11.13. Such written Rating Agency Confirmation request shall be provided in electronic
format in accordance with Section 11.13(b) and the Master Servicer, the Special Servicer, Certificate Administrator,
Operating Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies
in accordance with Section 11.13(b).


 


Promptly following the
Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special
Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a) without receiving
any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable)
shall provide electronic written notice in accordance with Section 11.13(b) of the action taken for the particular
item at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required
to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 11.13(b).


 


(b)          
Notwithstanding anything to the contrary in Section 3.30(a), for purposes of the provisions of any Loan Document
relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release
or substitution of any collateral, any Rating Agency Confirmation requirement in the related Loan Documents will not apply, even
without the determination referred to in clause (x) of the first paragraph of Section 3.30(a) above by the
Requesting Party or, if the Requesting Party is the related Mortgagor, then by the Master Servicer (with respect to Performing
Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Mortgage Loans), as applicable, provided that
the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO
Mortgage Loans), as applicable, shall in any event review the conditions required under the related Loan Documents with respect
to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such
conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied).


 


(c)          
For all other matters or actions (i) that are not specifically discussed in clauses (x), (y) or (z) of Section 3.30(a)
above or (ii) that are not the subject of a Rating Agency Declination, the proposed action may not be permitted to proceed
unless the applicable 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


 






    	-233-



    	 



    

 


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 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.


 


(e)          
Each of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from
the Special Servicer, provide to the Special Servicer the contact information for an Other Master Servicer, an Other Special Servicer,
an Other Trustee, an Other Certificate Administrator and the Rule 17g-5 information provider for an Other Securitization Trust,
in each case to the extent known to it.


 


Section 3.31     
General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests;
(iii) no Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan
Holder shall have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action
whatsoever against any Companion Loan Holder or any director, officer, employee, manager,


 






    	-234-



    	 



    

 


member, agent or principal thereof for
such Companion Loan Holder’s having so acted in its own interests.


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)           (i)  On
each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the first
paragraph of Section 4.06(a) of this Agreement. On each Master Servicer Remittance Date in March of any calendar
year, the Certificate Administrator shall withdraw from the Interest Reserve Account the related Withheld Amounts pursuant to Section 3.23
of this Agreement, and shall deposit any such amounts in the Lower-Tier Distribution Account. On each Distribution Date, the
amounts that have been transferred to the Lower-Tier Distribution Account from the Collection Account or as P&I Advances
or Compensating Interest Payments or pursuant to the preceding two sentences shall be deemed distributed on the Lower-Tier
Regular Interests to the Upper-Tier REMIC in accordance with Section 4.01(a)(ii) and Section 4.01(c)(ii)
of this Agreement. Thereafter, such amounts shall be considered to be held in the Upper-Tier Distribution Account until
distributed to the Certificateholders.


 


(ii)           All
distributions made in respect of interest on any Class of Regular Certificates (other than the Class X
Certificates) and any Class PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b),
 Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the
Preliminary Statement hereto. All distributions made in respect of the Class X Certificates on each Distribution Date
pursuant to Section 4.01(b), Section 4.01(d) and Section 9.01, and allocable to any
particular Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b),
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of such
Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any
Class of Regular Certificates (other than the Class X Certificates) and any Class PEZ Regular Interest on each
Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01 shall be
deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its
Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions of reimbursements
of Realized Losses made in respect of any Class of Regular Certificates (other than the Class X Certificates) and
any Class PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of its Corresponding Lower-Tier Regular Interest. For the avoidance of doubt, (i) reimbursements of Realized
Losses on the Class A-S Certificates and the Class PEZ Component A-S of the Class PEZ Certificates under this Section 4.01(a)
shall be deemed to have been first distributed in respect of the Class LA-S Interest to the Upper-Tier REMIC in respect
of the Class A-S Regular Interest, (ii)


 






    	-235-



    	 



    

 


reimbursements of Realized Losses on the Class B Certificates and the Class PEZ Component B of
the Class PEZ Certificates under this Section 4.01(a) shall be deemed to have been first distributed in respect
of the Class LB Interest to the Upper-Tier REMIC in respect of the Class B Regular Interest and (iii) reimbursements
of Realized Losses on the Class C Certificates and the Class PEZ Component C of the Class PEZ Certificates under
this Section 4.01(a) shall be deemed to have been first distributed in respect of the Class LC Interest to the
Upper-Tier REMIC in respect of the Class C Regular Interest.


 


On each Distribution Date, the Class R
Certificates shall receive distributions of any amounts remaining in the Lower-Tier Distribution Account in respect of the Lower-Tier
Residual Interest after all payments have been made to the Certificate Administrator on behalf of the Trustee as the holder of
the Lower-Tier Regular Interests in accordance with this Section 4.01(a)(ii) and Section 4.01(c)(ii).


 


(b)            On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts
on deposit in the Upper-Tier Distribution Account in respect of interest, principal and reimbursement of Realized Losses, to the
extent of Available Funds, and distribute such amounts to the Holders of each Class of Certificates (other than the Exchangeable
Certificates) and to the Exchangeable Distribution Account in respect of the Class PEZ Regular Interests in the amounts and
in the order of priority set forth below:


 


(i)            
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and 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 for those Classes;


 


(ii)          
to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates in reduction of the
Certificate Principal Amounts thereof in the following priority:


 


(A)        
to the Holders of the Class A-AB Certificates, in an amount equal to the lesser of the Principal Distribution Amount
for such Distribution Date and the amount necessary to reduce the aggregate Certificate Principal Amount of the Class A-AB
Certificates to the Class A-AB Scheduled Principal Balance for such Distribution Date;


 


(B)         
to the Holders of the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clause (A) above until the outstanding Certificate Principal Amount of the Class A-1
Certificates has been reduced to zero;


 


(C)         
to the Holders of the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) and (B) above until the outstanding Certificate Principal Amount of
the Class A-2 Certificates has been reduced to zero;


 






    	-236-



    	 



    

 


(D)         
to the Holders of the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (C) above until the outstanding Certificate Principal Amount
of the Class A-3 Certificates has been reduced to zero; and


 


(E)          
to the Holders of the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount for such Distribution
Date remaining after payments pursuant to clauses (A) through (D) above until the outstanding Certificate Principal Amount
of the Class A-AB Certificates has been reduced to zero;


 


(iii)          
to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, up to an amount
equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such Class,
plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss
was allocated to such Class;


 


(iv)          
to the Class A-S Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount
for the Class A-S Regular Interest;


 


(v)           
to the Class A-S Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal
to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount of the Class A-S Regular Interest is reduced to zero;


 


(vi)          
to the Class A-S Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to the Class A-S Regular Interest, plus interest thereon at the Pass-Through Rate for the Class A-S Regular
Interest compounded monthly from the date the related Realized Loss was allocated to the Class A-S Regular Interest;


 


(vii)         
to the Class B Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount
for the Class B Regular Interest;


 


(viii)        
to the Class B Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to
the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount of the Class B Regular Interest is reduced to zero;


 


(ix)          
to the Class B Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to the Class B Regular Interest, plus interest thereon at the Pass-Through Rate for the Class B Regular Interest
compounded monthly from the date the related Realized Loss was allocated to the Class B Regular Interest;


 






    	-237-



    	 



    

 


(x)          
to the Class C Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount
for the Class C Regular Interest;


 


(xi)         
to the Class C Regular Interest, in reduction of the Certificate Principal Amount thereof, up to an amount equal to
the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount of the Class C Regular Interest is reduced to zero;


 


(xii)        
to the Class C Regular Interest, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to the Class C Regular Interest, plus interest thereon at the Pass-Through Rate for the Class C Regular Interest
compounded monthly from the date the related Realized Loss was allocated to the Class C Regular Interest;


 


(xiii)         to the Holders of the Class D 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 for those Classes;


 


(xiv)       
to the Holders of the Class D Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xv)        
to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(xvi)        to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount for such Class;


 


(xvii)      
to the Holders of the Class E Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xviii)     
to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(xix)        to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount for such Class;


 






    	-238-



    	 



    

 


(xx)         
to the Holders of the Class F Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxi)        
to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(xxii)        to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount for such Class;


 


(xxiii)       to the Holders of the Class G Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount
equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxiv)       to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class; and


 


(xxv)        to the Holders of the Class R Certificates in respect of the Upper-Tier REMIC Residual Interest, any amounts remaining
in the Upper-Tier Distribution Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described
in priority (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal Distribution
Amount for such Distribution Date to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates, pro
rata, based on their respective Certificate Principal Amounts, in reduction of their respective Certificate Principal Amounts
(and the schedule for the Class A-AB principal distributions shall be disregarded). Any remaining Available Funds will then
be allocated as provided in priorities (iii) through (xxv) above.


 


All distributions of
interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to clause (b)(i)
above or Section 4.01(d), shall be deemed to have been made in respect of all the Components of such Class, pro
rata in accordance with the respective amounts of interest that would be payable on such Components on such Distribution Date
based on one-twelfth of the Class X Strip Rate of such Component multiplied by its respective Component Notional Amount, reduced
by its share of any Excess Prepayment Interest Shortfall for such Distribution Date, together with any amounts thereof remaining
unpaid from previous Distribution Dates.


 






    	-239-



    	 



    

 


(c)          
(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-AB and Class X-A Certificates
and the Class A-S Regular Interest (and correspondingly the Class A-S and Class PEZ Certificates, pro rata
based on their respective percentage interests in 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 (and correspondingly the Class C and Class PEZ Certificates, pro rata based on their respective percentage
interests in the Class C Regular Interest), based upon the aggregate amount of principal distributed to the Classes of Sequential
Pay Certificates (exclusive of the Exchangeable Certificates) and/or Class PEZ Regular Interest(s) (and, therefore, the applicable
Classes of Exchangeable Certificates) in each YM Group on such Distribution Date; and (b) as among the respective Classes
of Sequential Pay 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 Sequential Pay Certificates (exclusive of the Exchangeable Certificates)
and Class PEZ Regular Interest (and, therefore, the applicable Classes of Exchangeable Certificates) 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 Sequential Pay 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 Sequential Pay 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
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 in such YM Group.   If there is more than one Class of Sequential Pay 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 Sequential Pay 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.


 


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


 






    	-240-



    	 



    

 


(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 Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, 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.


 


(ii)          
Any Yield Maintenance Charge that is to be distributed to the Regular Certificates or Class PEZ Regular Interests
on any Distribution Date shall be deemed distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier
Regular Interests then receiving a principal distribution, pro rata, based on the respective amounts of those principal
distributions.


 


(d)           
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Reserve
Account and shall distribute such amounts in the following priority:


 


(i)          
 first, to the Holders of the Regular Certificates and Class PEZ Regular Interests (in the same order as distributions
are made pursuant to Section 4.01(b) of this Agreement) up to an amount equal to all amounts remaining due and
payable on the Regular Certificates and Class PEZ Regular Interests in accordance with Section 4.01(b) of this
Agreement, and any Realized Loss allocable to such Certificates or Class PEZ Regular Interests, after application of the
Available Funds for such Distribution Date; and


 


(ii)            second,
to the Holders of the Class R Certificates, in accordance with the last sentence of Section 3.05(c) of this
Agreement.


 


Amounts paid with respect
to the Mortgage Loans from the Excess Liquidation Proceeds Account pursuant to the preceding clause (i) shall first be
deemed to have been distributed to reimburse the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls allocated
to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses previously allocated
thereto and payment of other amounts due thereon.


 


(e)           
On each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized
Losses made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal
Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced as a result
of Realized Losses to equal the Certificate Principal Amount of the Class of Corresponding Certificates that will be outstanding
immediately following such Distribution Date.


 






    	-241-



    	 



    

 


(f)          
The Certificate Principal Amount of each Class of Regular Certificates (other than the Class X Certificates) and
each Class PEZ Regular Interest will be reduced without distribution on any Distribution Date, as a write-off, to the extent
of any Realized Loss (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 3.06 of this Agreement to the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) allocated to such Class of Certificates or Class PEZ Regular Interest
on such Distribution Date. Any such write-offs will be applied to the following Classes of Regular Certificates or Class PEZ
Regular Interests in the following order, until the Certificate Principal Amount of each such Class of Certificates or Class PEZ
Regular Interest is reduced to zero; 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, the Class C Certificates and the Class PEZ Component C, pro rata based
on their respective percentage interests therein); sixth, 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);
seventh, 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 to the (i) Class A-1
Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, and (iv) Class A-AB Certificates
based on their respective Certificate Principal Amounts. Any amounts recovered in respect of any amounts previously written off
as Realized Losses will be distributed to the Classes of Certificates and Class PEZ Regular Interests to which Realized Losses
have been allocated in order of their seniority and shall be deemed to be distributed to the Corresponding Lower-Tier Regular Interests
(and any amounts so distributed on any Class PEZ Regular Interest shall be deemed to be distributed on the Class of Class A-S,
Class B or Class C Certificates corresponding to that Class PEZ Regular Interest and the corresponding Class PEZ
Component of the Class PEZ Certificates, pro rata based on their respective percentage interests in such Class PEZ
Regular Interest). 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 Principal Amount of the Class of Certificates or
Class PEZ Regular Interest in respect of which any such reimbursement is made. To the extent any Nonrecoverable Advances (plus
interest thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) and previously
resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property,
the amount of such recovery (plus interest thereon that would have accrued on the amount of such recovery had such Certificate
Principal Amount not been reduced in the first place from the time that the Realized Loss relating to such recovery resulted in
a write-down of the Certificate Principal Amount of the applicable Class of Certificates until the time that the recovery
of Realized Loss increased such Certificate Principal Amount) will be added to the Certificate Principal Amount of the Class or
Classes of Regular Certificates (other than the Class X Certificates) or Class PEZ Regular Interest that previously were
allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b) of this Agreement,
in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Certificates or Class PEZ
Regular Interest (and, to the extent that the Certificate Principal Amount of any Class of Regular Certificates or Class PEZ
Regular Interest is so increased, an identical increase


 






    	-242-



    	 



    

 


shall be deemed made to the Lower-Tier Principal Balance of the Corresponding
Lower-Tier Regular Interest). If the Certificate Principal Amount of any Class of Regular Certificates or Class PEZ Regular
Interest (or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed Realized
Losses of such Class of Certificates or Class PEZ Regular Interest (or such Lower-Tier Regular Interest, as the case
may be) shall be decreased by such amount.


 


The Notional Amount of
the Class X-A Certificates and the Class X-A Components will be reduced to reflect reductions of the Certificate Principal
Amounts of the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates and the Class A-S Regular Interest
and of the Lower-Tier Principal Balances of the Corresponding Lower-Tier Regular Interests resulting from allocations of Realized
Losses. The Notional Amount of the Class X-B Certificates and the Class X-B Component will be reduced to reflect reductions
of the Certificate Principal Amount of the Class B Regular Interest and of the Lower-Tier Principal Balance of the Corresponding
Lower-Tier Regular Interest resulting from allocations of Realized Losses. The Notional Amount of the Class X-D Certificates and
the Class X-D Component will be reduced to reflect reductions of the Certificate Principal Amount of the Class D Certificates and
of the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest resulting from allocations of Realized Losses.


 


(g)         
All amounts distributable, or reductions allocable on account of Realized Losses to a Class of Certificates pursuant
to this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates
in each such Class based on their respective Percentage Interests. Such distributions shall be made on each Distribution Date
other than the Termination Date to each Certificateholder of record on the related Record Date (a) by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five
(5) Business Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the
office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such
agent) that is specified in the notice to Certificateholders of such final distribution. The Certificate Administrator shall
be responsible for making all distributions on the Certificates contemplated hereunder.


 


(h)          
Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate
Administrator shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect
to any Class of Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such
Anticipated Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail
to each Holder of such Class of Certificates, on such date a notice to the effect that:


 


(i)           
the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and


 






    	-243-



    	 



    

 


surrender
of such Certificates at the office of the Certificate Administrator therein specified, and


 


(ii)            if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates,
or on the Corresponding Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided, however, that the
Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to
receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall
have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps
to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of
holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. If within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts
for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer
of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and, subject to applicable
law, distribution of such amounts to the Holders of Class R Certificates. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder or by the Certificate Administrator as a result of such Certificateholder’s failure
to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h). Any funds not
distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of Certificateholders not
presenting and surrendering their Certificates in the aforesaid manner.


 


(i)            
[Reserved].


 


(j)           
The Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes
of Regular Certificates, 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), 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) and the 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), pro rata, based upon the respective
Interest Accrual Amounts with respect to such Classes of Regular Certificates and Class PEZ Regular Interests for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any


 






    	-244-



    	 



    

 


Distribution Date so allocable to a Class of Class X
Certificates shall, in turn, be allocated among the various Components of such Class of Class X Certificates, pro
rata, based upon the respective amounts of Accrued Component Interest with respect to such Components for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Regular
Certificates, any Class PEZ Regular Interest or any Component of a Class of Class X Certificates shall be deemed
to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Regular Certificates, Class PEZ
Regular Interest or Component, as applicable.


 


(k)          
[Reserved].


 


(l)           
Amounts distributed on the Class PEZ Regular Interests pursuant to Section 4.01(b) and Section 4.01(d)
shall be further distributed from the Exchangeable 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(b),
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, up to 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(b)(iv), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ
Component A-S, up to 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(b)(iv);


 


 (B)         
second, concurrently, to the Holders of the Class A-S Certificates in respect of principal, up to 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(b)(v), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ
Component A-S, up to 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(b)(v); and


 


 (C)         
third, concurrently, to the Holders of the Class A-S Certificates in respect of unreimbursed Realized Losses,
up to 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(b)(vi), and to the Holders of the Class PEZ Certificates
in respect of unreimbursed Realized Losses on Class PEZ Component A-S, up to 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(b)(vi).


 






    	-245-



    	 



    

 


(ii)          
On each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(b),
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, up to 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(b)(vii), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ
Component B, up to 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(b)(vii);


 


 (B)         
second, concurrently, to the Holders of the Class B Certificates in respect of principal, up to 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(b)(viii), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ
Component B, up to 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(b)(viii); and


 


 (C)         
third, concurrently, to the Holders of the Class B Certificates in respect of unreimbursed Realized Losses,
up to 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(b)(ix), and to the Holders of the Class PEZ Certificates
in respect of unreimbursed Realized Losses on Class PEZ Component B, up to 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(b)(ix).


 


(iii)          
On each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(b),
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, up to 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(b)(x), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ
Component C, up to 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(b)(x);


 


 (B)         
second, concurrently, to the Holders of the Class C Certificates in respect of principal, up to an amount equal
to the Class C Percentage Interest of


 






    	-246-



    	 



    

 


the amount distributed in respect of principal on the Class C Regular Interest
under Section 4.01(b)(xi), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ
Component C, up to 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(b)(xi); and


 


 (C)        
third, concurrently, to the Holders of the Class C Certificates in respect of unreimbursed Realized Losses,
up to 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(b)(xii), and to the Holders of the Class PEZ Certificates
in respect of unreimbursed Realized Losses on Class PEZ Component C, up to 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(b)(xii).


 


(iv)         
The various amounts distributable on the Class PEZ Certificates on each Distribution Date under the foregoing subsections
of this Section 4.01(j) 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    
Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.


 


(a)          
Based on information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the
Certificate Administrator shall provide or make available a report, including reports in substantially the form attached hereto
as Exhibit D (the “Distribution Date Statement”), setting forth, among other things, the following
information:


 


 (A)        
the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Certificates (other
than the Class X and Class R Certificates) applied to reduce the respective Certificate Principal Amount thereof;


 


 (B)         
the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable
to (A) Interest Distribution Amount, (B) Yield Maintenance Charges;


 


 (C)        
the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 






    	-247-



    	 



    

 


 (D)         
the aggregate amount of outstanding P&I Advances and Property Advances with respect to each Mortgage Loan, as of the
related Determination Date;


 


 (E)           the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained
by or paid to the Special Servicer in respect of the related Collection Period;


 


 (F)          
the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the
percentage of the Cut-Off Date Principal Balance of the Mortgage Loans which remains outstanding immediately after such Distribution
Date;


 


 (G)         
the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Loan
Rate of the outstanding Mortgage Loans, at the close of business on the related Determination Date;


 


 (H)         
as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one
month, (B) delinquent two months, (C) delinquent three or more months, (D) that are Specially Serviced Loans but
are not delinquent or (E) as to which foreclosure proceedings have been commenced;


 


 (I)           
the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to
be subject to a bankruptcy proceeding;


 


 (J)          
with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect
to the Non-Serviced Mortgage Loans) during the related Prepayment Period, the Stated Principal Balance and unpaid principal balance
of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised
Value and date upon which the Appraisal was performed;


 


 (K)        
as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Prepayment
Period, the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during
the related Prepayment Period and the portion thereof included in the Available Funds for such Distribution Date;


 


 (L)         
with respect to any REO Property (including with respect to the Non-Serviced Mortgage Loans) included in the Trust Fund
as of the close of business on the last day of the related Prepayment Period, the Loan Number of the related Mortgage Loan, the
book value of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses)
and other amounts, if any, received on such REO Property during the related Prepayment Period and the portion thereof included
in the Available Funds for


 






    	-248-



    	 



    

 


such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal
was performed;


 


 (M)        
with respect to any REO Property (including with respect to the Non-Serviced Mortgage Loans) sold or otherwise disposed
of during the related Prepayment Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and
other amounts, if any, received in respect of such REO Property during the related Prepayment Period, the portion thereof included
in the Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution
Date;


 


 (N)         
the Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular Interest
for such Distribution Date;


 


 (O)         
any unpaid Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular
Interest after giving effect to the distributions made on such Distribution Date;


 


 (P)          
the Pass-Through Rate for each Class of Regular Certificates and Class PEZ Regular Interest for such Distribution
Date;


 


 (Q)         
the original Certificate Principal Amount or Notional Amount as of the Closing Date and the Certificate Principal Amount
or Notional Amount, as the case may be, of each Class of Regular Certificates and each Class PEZ Regular Interest immediately
before and immediately after such Distribution Date, separately identifying any reduction in the Certificate Principal Amount or
Notional Amount, as the case may be, of each such Class or Class PEZ Regular Interest due to Realized Losses;


 


 (R)         
the Certificate Factor for each Class of Regular Certificates or Class PEZ Regular Interest immediately following
such Distribution Date;


 


 (S)          
the Principal Distribution Amount for such Distribution Date;


 


 (T)         
the aggregate amount of Principal Prepayments made during the related Prepayment Period, and the aggregate amount of any
Prepayment Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


 (U)        
the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the
Trust Fund during the related Prepayment Period, and any Realized Loss for such Distribution Date;


 


 (V)          any Appraisal Reduction Amounts on a loan-by-loan basis, and the total Appraisal Reduction Amounts, as of the related Determination
Date;


 


 (W)        
identification of any material modification, extension or waiver of a Mortgage Loan;


 






    	-249-



    	 



    

 


 (X)        
identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


 (Y)         
the identity of the Operating Advisor;


 


 (Z)         
the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual
Property Royalty License Fee paid with respect to such Distribution Date;


 


 (AA)     
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


 


 (BB)      
the identity of the Controlling Class;


 


 (CC)      
the identity of the Controlling Class Representative; and


 


 (DD)      
such additional information as contemplated by Exhibit D to this Agreement.


 


In the case of information furnished pursuant
to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement
may change over time.


 


On each Distribution
Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a
Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement
setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related
Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied
to the extent that it provided substantially comparable information pursuant to any requirements of the Code as from time to time
in force. Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness
of any information supplied to it by a Mortgagor or any Mortgage Loan Seller (including the information in the Prospectus Supplement) or
any other third party that is included in any reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable.


 


The Certificate Administrator
shall promptly make available via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of item
(vii) below, solely to Certificateholders and Beneficial Owners and provided that the Prospectus Supplement, Distribution
Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public), the following items, in each case to the extent
received by a Responsible Officer of the Certificate Administrator or prepared by the Certificate Administrator or otherwise delivered
to the Certificate Administrator pursuant to the notice requirements of Section 11.04 of this Agreement or otherwise
pursuant to this Agreement:


 






    	-250-



    	 



    

 


(i)          
the following “deal documents”:


 


(A)         
the Prospectus and the Prospectus Supplement;


 


(B)         
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)         
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)         
the following “Commission 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 “periodic reports”:


 


(A)         
the Distribution Date Statements;


 


(B)         
the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent it has received or
prepared such report or file; and


 


(C)         
all Operating Advisor Annual Reports;


 


(iv)       
the following “additional documents”:


 


(A)         
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to
Section 3.21 of this Agreement; and


 


(B)          any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)        
the following “special notices”:


 


(A)          all Special Notices;


 


(B)          notice of any modification, amendment or waiver of any term of any Mortgage Loan;


 


(C)          notice of final payment on the Certificates;


 


(D)          all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;


 






    	-251-



    	 



    

 


(E)           notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee);


 


(F)           any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support
its or the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(G)          any notice of the termination of the Trust;


 


(H)          any notice of the occurrence and continuance of a Control Termination Event;


 


(I)           
any notice of the occurrence and continuance of a Consultation Termination Event;


 


(J)          
the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the officer’s
certificates delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date
pursuant to Section 10.08 of this Agreement; and


 


(K)          the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the
Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;


 


(vi)       
the Investor Q&A Forum; and


 


(vii)      
solely to Certificateholders and Beneficial Owners, the Investor Registry;


 


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.


 


Notwithstanding anything
to the contrary in this Section 4.02(a), all Excluded Information shall be made available under a separate tab or heading
designated “Excluded Information” (and not under any of the tabs or headings described in items (i) through (vii) above)
and made available to Privileged Persons other than Excluded Controlling Class Holders (subject to Section 3.15).


 


In lieu of the tabs or
headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as
it may reasonably determine from time to time.


 






    	-252-



    	 



    

 


The Certificate Administrator
shall not restrict access by the Special Servicer to the Certificate Administrator’s Website to any information related to
any Mortgage Loan including any Excluded Special Servicer Loan.


 


Notwithstanding the foregoing,
if the Controlling Class Representative or any Controlling Class Certificateholder is a Borrower Party with respect to any Excluded
Controlling Class Loan, such Person shall not have access to any Excluded Information on the Certificate Administrator’s
Website (provided that for the avoidance of doubt, the foregoing shall not be applicable to, nor limit, an Excluded Controlling
Class Holder’s right to access information with respect to any Mortgage Loan other than Excluded Information with respect
to a related Excluded Controlling Class Loan for which such Excluded Controlling Class Holder is a Borrower Party as provided in
Section 3.15).


 


If the Special Servicer
has obtained knowledge that it is a Borrower Party with respect to any Excluded Special Servicer Loan, the Special Servicer (i)
shall not directly or indirectly provide any information related to any Excluded Special Servicer Loan to (A) the related Mortgagor,
(B) any employees or personnel of the Special Servicer or any Affiliate involved in the management of any investment in the related
Mortgagor or the related Mortgaged Property or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a
direct or indirect ownership interest in the related Mortgagor, 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.


 


Any Person that is a
Borrower Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative
or a Controlling Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery to the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an Investor
Certification substantially in the form of Exhibit M-1C and notices in the form of Exhibit M-1D and Exhibit M-1E
hereto certifying to the effect that it is an Excluded Controlling Class Holder, all information (other than Excluded Information
related to the Excluded Controlling Class Loan(s) for which such Person is a Borrower Party) available on the Certificate Administrator’s
Website.


 


In the case of the Controlling
Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of
an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not an Excluded
Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall be entitled to access
all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating Advisor, Certificate
Administrator and Trustee may each rely conclusively on (i) an Investor Certification in the form of Exhibit M-1B hereto
from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded
Controlling Class Holder with respect to any Excluded Controlling Class Loan or (ii) an Investor Certification in the form of Exhibit
M-1C hereto from the Controlling Class Representative or a 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) set forth in that Investor
Certification. In the event the Controlling Class Representative or a Controlling Class


 






    	-253-



    	 



    

 


Certificateholder becomes an Excluded Controlling
Class Holder, such Controlling Class Representative or Controlling Class Certificateholder shall promptly notify each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in
the form of Exhibit M-1D to the effect that such party is an Excluded Controlling Class Holder and identify the Excluded
Controlling Class Loan(s) and thereafter and upon submission of a notice substantially in the form of Exhibit M-1E, shall
not be entitled to any Excluded Information made available on the Certificate Administrator’s Website. In addition to sending
Exhibit M-1D to each of the parties hereto, any Excluded Controlling Class Holder shall also send to the Certificate Administrator
a notice substantially in the form of Exhibit M-1E hereto, which such notice shall provide each of the CTSLink User ID associated
with such Excluded Controlling Class Holder, and which such 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.


 


Any Excluded Information
relating to an Excluded Controlling Class Loan that the Master Servicer, the 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 email to cmbsexcludedinformation@wellsfargo.com in one or more separate files labeled “Excluded
Controlling Class Loan” followed by the applicable loan name and loan file, and the Certificate Administrator shall segregate
on the Certificate Administrator’s Website such Excluded Information from information relating to other Mortgage Loans. For
the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 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 shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” tab. When so posted, the Excluded Controlling Class Holders and Excluded Holders
shall not be entitled to receive access to such information. The Master Servicer and the Special Servicer shall have no obligation
to separately label and deliver any Excluded Information in accordance with this Section until such party has received written
notice pursuant to the terms hereof with respect to the Excluded Controlling Class Loan. However, a Controlling Class Certificateholder
shall be entitled to receive, request or review any Excluded Information relating to any Excluded Controlling Class Loan or Excluded
Loan with respect to which such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is
not available on the Certificate Administrator’s Website, such 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 3.15 from the Master Servicer. 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 this Section.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Controlling Class Representative and all Controlling Class Certificateholders
are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor
or the Certificate Administrator, as


 






    	-254-



    	 



    

 


applicable, has received notice from the Controlling Class Representative or a Controlling
Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Controlling Class Representative
or Controlling Class Certificateholder or disclosure of Excluded Information if the Master Servicer, the 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 (including, in the case of an Asset Status Report or Final Asset Status Report delivered
to the Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any such
information provided to the Certificate Administrator).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any notice
delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, to the effect that such
Person is no longer an Excluded Controlling Class Holder. To the extent the Controlling Class Representative 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 Controlling Class Representative or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any information related to the Excluded Controlling
Class Loan to (A) the related Mortgagor, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of such Controlling
Class Representative or Controlling Class Certificateholder, (D) any Affiliate involved in the management of any investment in
the related Mortgagor or the related Mortgaged Property, (E) any related Restricted Mezzanine Holder, (F) the related Manager or
(G) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Mortgagor, 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,
the Master Servicer and the Special Servicer shall have no liability for access by an Excluded Controlling Class Holder to the
Certificate Administrator’s website of any information with respect to which such Excluded Controlling Class Holder is prohibited
from accessing pursuant to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did
not indicate it was a Borrower Party.


 


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and
assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed
by the Certificate Administrator for which it is not the original source and shall not be required to recalculate or reverify any
of the information provided to it by the Master Servicer. In connection with providing access to the Certificate Administrator’s
internet website, the Certificate Administrator may require registration and acceptance of a disclaimer and may require a recipient
of any of the information set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be
in the form of a web page “click-through”). The Certificate Administrator shall not be liable for the dissemination
of information in accordance with this Agreement. The Certificate Administrator shall provide


 






    	-255-



    	 



    

 


assistance in using the Certificate
Administrator’s Website through the Certificate Administrator’s customer service desk at telephone number (866) 846-4526.
Notwithstanding anything herein to the contrary, the Certificate Administrator, the Master Servicer and the Special Servicer shall
not be liable for any disclosure of Excluded Information relating to an 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 an Excluded Controlling Class Loan
or properly delivered pursuant to this Section 4.02.


 


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and each of the Companion
Loan Holders shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s
Website).


 


Any Person that is a
Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to
access only the Prospectus Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and the Commission
EDGAR filings on the Certificate Administrator’s Website which are being made available to the general public. The provisions
in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage
Loans at a website maintained by the Master Servicer.


 


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 as to the applicable Class set forth
in clauses (A), (B) and (C) of the description of Distribution Date Statements above aggregated for such calendar year or
applicable portion thereof during which such person was a Certificateholder, together with such other information as the Certificate
Administrator determines to be necessary 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.


 


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 Certificateholders and Beneficial Owners may (i)(a) submit
questions to the Certificate Administrator relating to the Distribution Date Statement, (b) submit questions to the Master
Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made available
pursuant to this Section 4.02(a), the Mortgage Loans (and Serviced Whole Loans) or the Mortgaged Properties and (c) submit
questions to the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special
Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor Annual Report
(collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an Inquiry for the Operating


 






    	-256-



    	 



    

 


Advisor, the Master Servicer or the Special Servicer,
the Certificate Administrator shall forward the Inquiry to the Operating Advisor, the Master Servicer or the Special Servicer,
as applicable, in each case within a commercially reasonable period following receipt thereof.


 


Within a commercially
reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry,
which reply of the Operating Advisor, the Master Servicer or the Special Servicer shall be by email to the Certificate Administrator.
The Certificate Administrator shall post (within a commercially reasonable period 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 Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) any
Inquiry is not of a type described above, (ii) answering any Inquiry (A) would not be in the best interests of the Trust
and/or the Certificateholders, (B) would be in violation of applicable law, this Agreement or the applicable Loan Documents,
(C) would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, or (D) would reasonably be expected to
result in the waiver of an attorney client privilege or the disclosure of attorney work product or (iii) it is otherwise,
for any reason, not advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Operating Advisor,
the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. 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 which are not submitted via the Certificate Administrator’s Website.
Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and no other Person will certify as
to the accuracy, or will have any responsibility or liability for the content of any such information. No party to this Agreement
shall disclose Privileged Information in the Investor Q&A Forum. The Certificate Administrator has not obtained and shall not
be deemed to have obtained actual knowledge of any information only by receipt and posting to the Certificate Administrator’s
Website.


 


The Certificate Administrator
shall make available to any Certificateholder and Beneficial Owner (other than a Mortgagor, a Manager of a Mortgaged Property,
an Affiliate of any of the foregoing or an agent of any Mortgagor) 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 Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it
is a Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its
name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other
registered Certificateholders and registered Beneficial Owners. 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


 






    	-257-



    	 



    

 


Certificateholder or Beneficial Owner notifies the Certificate Administrator that it
wishes to be removed from the Investor Registry (which notice may not be within 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.


 


Notwithstanding the foregoing,
in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate
Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection
reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required). If the Master
Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require
the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon filing with the
IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each
Trust REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide
from time to time such information and computations with respect to the entries on such forms as any Holder of the Class R
Certificates may reasonably request.


 


The specification of
information to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement
requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders and Beneficial
Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized
to furnish, to any Privileged Person any other information (such other information, collectively, “Additional Information”) with
respect to the Mortgage Loans or Serviced Whole Loan, the Mortgaged Properties or the Trust Fund as may be provided to it by the
Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time to time,
provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall only be
furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or to the extent such
information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate
the source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate
in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such information as it may,
in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the
availability of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator
shall be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses
incurred in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and (E) the
Certificate Administrator shall be entitled to distribute or make available such Additional Information in accordance with such
reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement that
provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the Certificates
be executed by the


 






    	-258-



    	 



    

 


recipient, if and to the extent the Certificate Administrator deems the same to be necessary or appropriate).
Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish or distribute
any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any liability for
furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator shall be entitled
(but not required) to request and receive direction from the Depositor as to the manner of delivery of any such Additional Information,
if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any consent, direction or
request given to it pursuant to this Section be made in writing.


 


The Depositor hereby
authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg Financial Markets,
L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Markit Group Limited, Thomson Reuters or such other
vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form of Exhibit M-3
to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made
available pursuant to this Section 4.02(a) to Privileged Persons.


 


(b)          
No later than the Business Day prior to each Distribution Date (other than the first Distribution Date, where only the CREFC®
Loan Periodic Update File will be required), subject to the penultimate paragraph of this subsection (b), the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special Servicer and Other
Master Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer
and the Master Servicer the following reports or information (and any other files as may become adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC® REO
Status Report, (2) a CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (3) CREFC®
Total Loan Report, (4) the CREFC® Servicer Watch List and Portfolio Review Guidelines, (5) the CREFC®
Financial File, (6) the CREFC® Property File, (7) except for the first two Distribution Dates, the CREFC®
Comparative Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report, (9) the CREFC®
Advance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.


 


No later than the Business
Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report
for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such
report for each of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver
and does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date;
(b) each of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s
possession); and (c) the “base year” (representing the original analysis of information used as of the Cut-Off
Date).


 


No later than 2:00 p.m.,
New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate
Administrator and the


 






    	-259-



    	 



    

 


Operating Advisor a CREFC® Loan Periodic Update File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties.


 


The Master Servicer shall
provide to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup File within 60 days
of the first Distribution Date hereunder to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets
(with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC®
Loan Setup File.


 


In addition, the Master
Servicer (with respect to Performing Loans) or Special Servicer (with respect to Specially Serviced Loans that are not, and REO
Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property
and REO Property:


 


(i)           
Within 30 days after receipt of a quarterly operating statement, if any, commencing within 30 days of receipt
of such quarterly operating statement for the quarter ending March 31, 2016, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees
to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar
quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year
will not be required to the extent provided in the then current applicable CREFC® guidelines (it being understood
that as of the date of the Prospectus Supplement, the applicable CREFC® guidelines provide that such analysis or
report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged
Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer
Watch List). The Master Servicer (with respect to Performing Loans) or Special Servicer (with respect to Specially Serviced Loans
and REO Properties), as applicable, shall deliver to the Certificate Administrator, the Operating Advisor and related Companion
Loan Holders by electronic means the CREFC® Operating Statement Analysis Report upon request; and


 


(ii)          
Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties)
or the Master Servicer (with respect to Performing Loans) of an annual operating statement for each calendar year commencing with
the calendar year and ending December 31, 2016, a CREFC® NOI Adjustment Worksheet (but only to the extent
the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide,
such information), presenting the computation to “normalize” the full year net operating income and debt service coverage
numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above, provided,
however, that any analysis or report will not be required to the extent provided in the then current applicable CREFC®
guidelines. The Special Servicer or the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor
and related Companion Loan Holders by electronic means the CREFC® NOI Adjustment Worksheet upon request.


 






    	-260-



    	 



    

 


The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, subject to Section 11.13 of this Agreement, to each Rating
Agency, to each Certificateholder, to each party hereto, to any Underwriter and/or to any Initial Purchaser and to each Person
that provides the Certificate Administrator with an Investor Certification a copy of the CREFC® Operating Statement
Analysis Report and CREFC® NOI Adjustment Worksheet most recently performed by the Master Servicer with respect
to any Mortgage Loan or Serviced Whole Loan and delivered to the Certificate Administrator.


 


Upon request (and in
any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to
the Collection Account), the Operating Advisor, any related Companion Loan Holder (as to the related Serviced Whole Loan Custodial
Account) and, subject to Section 11.13 of this Agreement, each Rating Agency a statement, setting forth the status
of the Collection Account and each Serviced Whole Loan Custodial Account as of the close of business on such Master Servicer Remittance
Date, stating that all remittances to the Certificate Administrator required by this Agreement to be made by the Master Servicer
have been made (or, in the case of any such required remittance that has not been made by the Master Servicer, specifying the nature
and status thereof) and showing, for the period from the preceding Master Servicer Remittance Date (or, in the case of the first
Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer Remittance Date, the aggregate of deposits into
and withdrawals from the Collection Account and each Serviced Whole Loan Custodial Account for each category of deposit specified
in Section 3.05(a) of this Agreement and each category of withdrawal specified in Section 3.06 of this
Agreement. The Master Servicer shall also deliver to the Certificate Administrator and (solely as to a Serviced Whole Loan) the
related Companion Loan Holder, upon reasonable request of the Certificate Administrator or any Companion Loan Holder, any and all
additional information relating to the Mortgage Loans or any Serviced Whole Loan in the possession of the Master Servicer (which
information shall be based upon reports delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced
Loans and REO Properties).


 


Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master
Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform
its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The obligation of the
Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer
having received from the Special Servicer in a timely manner the related reports and information in the possession of the Special
Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not
be responsible for the accuracy or content of any report, document or information furnished by the Special Servicer to the Master
Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this Agreement.


 


The obligation of the
Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer
having received from the Master Servicer in a timely manner the related reports and information in the possession of


 






    	-261-



    	 



    

 


the Master
Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not
be responsible for the accuracy or content of any report, document or information furnished by the Master Servicer to the Special
Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the
same Persons as described above in this Section 4.02(b) and according to the same time frames as described above in
this Section 4.02(b), with reasonable promptness following such Master Servicer’s receipt of such information
from an Other Master Servicer under the applicable Other Pooling and Servicing Agreement.


 


(c)          
Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,
for each Specially Serviced Loan and REO Property, a CREFC® Special Servicer Loan File. The Special Servicer shall
also deliver to the Certificate Administrator, upon the reasonable written request of the Certificate Administrator, any and all
additional information in the possession of the Special Servicer relating to the Specially Serviced Loans and the REO Properties.


 


The Special Servicer
shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special
Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform
its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties.


 


The Master Servicer may
make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement.
The Master Servicer may make information concerning the Mortgage Loans or Serviced Whole Loans available on any website that it
has established.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the
extent received from an Other Master Servicer or an Other Special Servicer, as applicable, to the same Persons as described above
in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c),
with reasonable promptness following such Master Servicer’s receipt of such information from an Other Master Servicer under
the applicable Other Pooling and Servicing Agreement.


 


Section 4.03    
Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Paying Agent
shall comply with all federal withholding requirements with respect to payments to Certificateholders and other payees of interest
or original issue discount that the Paying Agent reasonably believes are applicable under the Code. The consent of Certificateholders
or payees shall not be required for any such withholding. In the event the Paying Agent or its agent withholds any amount from
interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding
requirements, the Paying Agent shall indicate the amount withheld to such


 






    	-262-



    	 



    

 


Certificateholder or payee. Any amount so withheld shall
be treated as having been distributed to such Person for all purposes of this Agreement.


 


Each Holder, by acceptance
of a Certificate, agrees to provide to the Certificate Administrator or the Trust, upon its request, the FATCA Investor Information,
including any IRS Forms W-9 or W-8, as applicable. In addition, each Holder, by acceptance of a Certificate, agrees that the Certificate
Administrator has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Holder that fails to comply with the requirements of the preceding sentence.


 


Section 4.04    
REMIC Compliance.


 


(a)          
The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so
as to qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions,
and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066
for its first taxable year ending December 31, 2015, in accordance with the REMIC Provisions; (iii) prepare and forward,
or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities all
information reports as and when required to be provided to them in accordance with the REMIC Provisions of the Code; (iv) if
the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this
Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each Trust REMIC as
a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and signed and filed
or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions
of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC and Lower-Tier REMIC on IRS Form
SS-4 and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise
may be required by the Code, the name, title and address of the Person that the holders of the Certificates may contact for tax
information relating thereto (and the Certificate Administrator shall act as the representative of each Trust REMIC for this purpose),
together with such additional information as may be required by such IRS Form, and shall update such information at the time or
times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any
information reasonably requested by the Master Servicer or the Certificate Administrator and necessary to make such filing); and
(vi) maintain such records relating to each Trust REMIC as may be necessary to prepare the foregoing returns, schedules, statements
or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual basis.


 






    	-263-



    	 



    

 


The Holder of the largest
Percentage Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC pursuant to Treasury Regulations
Section 1.860F-4(d). If more than one Holder should hold an equal Percentage Interest in the Class R Certificates larger
than that held by any other Holder, the first such Holder to have acquired such Class R Certificates shall be such tax matters
person. The Certificate Administrator shall act as attorney-in-fact and agent for the tax matters person of each Trust REMIC, and
each Holder of a Percentage Interest in the Class R Certificates, by acceptance hereof, is deemed to have consented to the
Certificate Administrator’s appointment in such capacity and agrees to execute any documents required to give effect thereto,
and any fees and expenses incurred by the Certificate Administrator in connection with any audit or administrative or judicial
proceeding shall be paid by the Trust Fund.


 


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 (or successor provisions) to any Trust REMIC and
(ii) to avoid payment by any Trust REMIC under Section 6225 (or successor provisions) of any tax, penalty, interest or other amount
imposed under the Code that would otherwise be imposed on any Holder of any Class R Certificate, past or present. A Holder of any
Class R Certificate agrees, by acquiring such interest, to any such elections and to the Certificate Administrator’s acting
as agent for any tax matters person or other representative of a Trust REMIC that can be designated under the Code.


 


The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties
if, in taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may
be) would cause the termination of the REMIC status of either Trust REMIC or the imposition of tax on either Trust REMIC (other
than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding any provision
of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take
any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized
by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect
to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate Administrator to comply with
any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated by clauses (i)
through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow the occurrence
of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking such action
shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that such occurrence
would not (a) result in a taxable gain, (b) otherwise subject either Trust REMIC to tax (other than a tax at the highest
marginal corporate tax rate on net income from foreclosure property), or (c) cause either Trust REMIC to fail to qualify as
a REMIC for federal income tax purposes; (ii) not allow either Trust REMIC to receive income from the performance of services
or from assets not permitted under the REMIC Provisions to be held by such Trust REMIC (provided, however, that the
receipt of any income


 






    	-264-



    	 



    

 


expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause);
and (iii) not permit the creation of any “interests,” within the meaning of the REMIC Provisions, in the Upper-Tier
REMIC other than the Regular Certificates and the Upper-Tier Residual Interest, or in the Lower-Tier REMIC other than the Lower-Tier
Regular Interests and the Lower-Tier Residual Interest. None of the Trustee, the Master Servicer, the Special Servicer or the Depositor
shall be responsible or liable for any failure by the Certificate Administrator to comply with the provisions of this Section 4.04.
The Depositor, the Master Servicer and the Special Servicer shall cooperate in a timely manner with the Certificate Administrator
in supplying any information within the Depositor’s, the Master Servicer’s or the Special Servicer’s control
(other than any confidential information) that is reasonably necessary to enable the Certificate Administrator to perform
its duties under this Section 4.04.


 


(b)          
The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest
for calculating the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each
Mortgage Loan will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their
Due Dates, provided that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none
of the Master Servicer, the Special Servicer, the Depositor and the Holders of Class R Certificates will exercise the right
described in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage
Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.


 


Section 4.05   
Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable
to Certificateholders; provided that any taxes imposed on any net income from foreclosure property pursuant to Code Section 860G(d) or
any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the related REO Property in
determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special Servicer from time to
time shall withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution Accounts
amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate Administrator
shall return to the Special Servicer the excess determined by the Certificate Administrator from time to time of the amount in
excess of the amount necessary to pay such taxes); provided that any such tax imposed on net income from foreclosure property
that exceeds the amount in any such reserve shall be retained from Available Funds as provided in Section 3.06(a)(vii)
of this Agreement and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby
authorized to and shall retain or cause to be retained from the Distribution Account in determining the amount of Available Funds
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by either Trust REMIC (but
such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund, 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 or cause to be segregated, into a separate non-interest
bearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or
(ii) the amount of any contribution to


 






    	-265-



    	 



    

 


either Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d)
and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related
Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal
amount from future amounts otherwise distributable to the Holders of the Class R Certificates in respect of the related residual
interest and shall distribute such retained amounts to the Holders of Regular Certificates or to the Certificate Administrator
in respect of the Lower-Tier Regular Interests and the Class PEZ Regular Interests until they are fully reimbursed and then
to the Holders of the Class R Certificates in respect of the related residual interest. None of the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee shall be responsible for any taxes imposed on either Trust REMIC except
to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee in contravention of this Agreement in both cases, provided, further, that such breach,
act or omission could result in liability under Section 6.03, in the case of the Master Servicer or the Special Servicer,
as applicable, or Section 4.04 or 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding
anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible
for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s
or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions
of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar
or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee,
the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating
Agent, the Certificate Registrar or the Paying Agent.


 


Section 4.06    
Remittances; P&I Advances.


 


(a)          
On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)          
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Yield
Maintenance Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer in the Prepayment
Period preceding such Distribution Date;


 


(ii)         
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Available
Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iii) below and clause (c)
of the definition of “Available Funds”);


 


(iii)        
remit to CREFC® the CREFC® Intellectual Property Royalty License Fee; and


 


(iv)        
make a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier Distribution Account,
in an amount equal to the sum of the


 






    	-266-



    	 



    

 


Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any
Mortgage Loan related to a Serviced Whole Loan, but not a Companion Loan) to the extent such amounts were not received on such
Mortgage Loan as of the corresponding Determination Date in the same month as such Master Servicer Remittance Date, except that
the portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such
Mortgage Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC®.


 


Neither the Master Servicer
nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest or Yield Maintenance Charges
or delinquent monthly payments on the Serviced Companion Loans. The amount of interest required to be advanced in respect of payments
on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal (i) the amount of interest required to be
advanced by the Master Servicer without giving effect to such Appraisal Reduction Amount less (ii) an amount equal to the
product of (x) the amount otherwise required to be advanced by the Master Servicer with respect to such delinquent payment
of interest without giving effect to such Appraisal Reduction Amounts, and (y) a fraction, the numerator of which is the Appraisal
Reduction Amount with respect to such Mortgage Loan and the denominator of which is the Stated Principal Balance as of the last
day of the related Collection Period. Appraisal Reduction Amounts shall not affect the principal portion of any P&I Advances.


 


Any amount advanced by
the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all
purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The
Special Servicer shall have no obligation to make any P&I Advance.


 


The Certificate Administrator
shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time, on the Master Servicer
Remittance Date, the Certificate Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00 a.m.,
New York City time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been
made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate
Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business
Day deposit into the Lower-Tier Distribution Account in immediately available funds an amount equal to the P&I Advances otherwise
required to have been made by the Master Servicer.


 


Neither the Master Servicer
nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance is
otherwise required to be made by this Section 4.06 if the Master Servicer, the Special Servicer or the Trustee determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make P&I
Advances that it has made (or, in the case of a determination by the Special Servicer, that the Master Servicer or the Trustee
has made) a Nonrecoverable Advance or the determination by the Master Servicer, the Special Servicer or the Trustee that any proposed
P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master
Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in the case of the Trustee, in accordance
with its


 






    	-267-



    	 



    

 


good faith business judgment, and, shall be evidenced by an Officer’s Certificate as set forth in Section 4.06(b).
In making such recoverability determination, such Person will be entitled to consider (among other things) the obligations
of the Mortgagor under the terms of the related Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider
(among other things) the related Mortgaged Properties in their “as-is” or then current conditions and occupancies,
as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such
Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other
things) the timing of recoveries. 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 may obtain at the
expense of the Trust Fund any analysis, Appraisals or market value estimates or other information for such purposes.


 


The determination by
the Master Servicer or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance or that any proposed
P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or with respect to any successor
REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I Advance, shall be conclusive
and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee; provided
that this sentence shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination,
or to prohibit any such other authorized Person from making a determination, that a P&I Advance constitutes or would constitute
a Nonrecoverable Advance. If the Master Servicer has failed to make a P&I Advance for reasons other than a determination by
the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable Advance, the Trustee shall make such advance
within the time periods required by this Section 4.06 unless the Trustee, in its good faith business judgment, makes
a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance.


 


The Master Servicer or
the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon)
to the extent permitted pursuant to Section 3.06(a)(ii) and Section 3.06A(a)(ii) of this Agreement and each
of the Master Servicer and the Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such
Advances from the related Mortgagors to the extent permitted by applicable law and the related Mortgage Loan.


 


With respect to P&I
Advances and each Non-Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal
reduction amount” calculated by an Other Special Servicer or an Other Master Servicer in accordance with the terms of the
applicable Other Pooling and Servicing Agreement.


 


(b)          
The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage
Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence


 






    	-268-



    	 



    

 


and continuance of a Consultation Termination Event), the Master Servicer (unless it is the Person making the determination), the
Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor,
setting forth the basis for such determination, together with any other information that supports such determination together with
a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received
new information, either of which has a material effect on the value and shall have been conducted in accordance with the standards
of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar
reports that such Person may have obtained and that support such determination. The Master Servicer and the Special Servicer shall
consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations as if
such amounts were unreimbursed P&I Advances.


 


(c)         
With respect to each Non-Serviced Mortgage Loan, if (1) an Other Master Servicer has determined that a proposed P&I
Advance (as defined in the applicable Other Pooling and Servicing Agreement) with respect to each Non-Serviced Mortgage Loan, if
made, or any outstanding P&I Advance previously made, would be, or is, as applicable, a “nonrecoverable advance,”
and an Other Master Servicer has provided written notice of such determination to the Master Servicer, or (2) if the Master Servicer
or the Special Servicer has determined that a P&I Advance with respect to each Non-Serviced Mortgage Loan would be a Nonrecoverable
P&I Advance, then none of the Master Servicer or the Trustee shall make any additional P&I Advance with respect to such
Non-Serviced Mortgage Loan until the Master Servicer or the Special Servicer, as applicable, has consulted with an Other Master
Servicer under the applicable Other Pooling and Servicing Agreement and they agree that circumstances with respect to such Mortgage
Loans have changed such that a proposed future P&I Advance or P&I Advance would not be a “nonrecoverable advance.”
With respect to each Non-Serviced Mortgage Loan, if the Master Servicer has determined that a proposed P&I Advance with respect
to such Mortgage Loan, would be a Nonrecoverable Advance, the Master Servicer shall provide the Trustee and an Other Master Servicer
written notice of such determination within two (2) Business Days after such determination was made.


 


In connection with any
Non-Serviced Mortgage Loan, any determination by the Master Servicer for such Non-Serviced Mortgage Loan that any P&I Advance
made or to be made with respect to such Non-Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is
or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of any
determinations) made by or on behalf of the related Companion Loan Holder regarding nonrecoverability of debt service advances
on the related Non-Serviced Companion Loan.


 


(d)         
If the Trustee, the Master Servicer or the Special Servicer has received written notice from Moody’s, Fitch or KBRA
to the effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade,
qualification or withdrawal of any rating then assigned by Moody’s, Fitch or KBRA, as applicable, to any


 






    	-269-



    	 



    

 


Class of Certificates
and citing servicing concerns with such Master Servicer or the Special Servicer, as applicable, as the sole or material factor
in such rating action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special
Servicer, as applicable, shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator
shall promptly notify the Companion Loan Holders and the applicable master servicer of any Companion Loan.


 


Section 4.07    
Grantor Trust Reporting.


 


(a)          
The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the
Grantor Trust.


 


(b)          
The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions
thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to
take advantage of market fluctuations or so as to improve the rate of return of the Exchangeable Certificates, and shall otherwise
comply with Treasury Regulations Section 301.7701-4(c). Within 30 days of the Closing Date, the Certificate Administrator
shall obtain a taxpayer identification number for the Grantor Trust on IRS Form SS-4. The Certificate Administrator shall file
or cause to be filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be
furnished to the Holders of the Classes of the Exchangeable Certificates, their allocable share of income and expense with respect
to the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific
Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets and proceeds thereof, respectively, as such amounts are
received or accrue, as applicable.


 


(c)          
(i) The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall 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. With respect to each Class of Exchangeable Certificates, the Certificate
Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless
it has actual knowledge to the contrary or the Depositor provides the Certificate Administrator with the identities of the other
“middlemen” that are Certificateholders. The Certificate Administrator will not be liable for any tax reporting penalties
that may arise under the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence
of this paragraph.


 


(ii)          
The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or 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 the Certificate Administrator’s 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.


 






    	-270-



    	 



    

 


(iii)         
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 owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a
WHFIT, 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 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.


 


(d)          
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
the Certificate Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so
published will represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep
the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator
will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Article V



THE CERTIFICATES


 


Section 5.01     The Certificates. (a)  The Certificates consist of the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-AB Certificates, the Class X-A Certificates, the Class X-B
Certificates, the Class A-S Certificates, the Class B Certificates, the Class PEZ Certificates, the Class C
Certificates, the Class D Certificates, the Class X-D Certificates, the Class E Certificates, the Class F Certificates,
the Class G Certificates and the Class R Certificates.


 


Each Class of Certificates
will be substantially in the forms annexed hereto as Exhibits A-1 through A-18 respectively, 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.


 


(b)         
The Public Certificates (other than the Class X-A, Class X-B and Class X-D Certificates) shall be issued in minimum denominations
of $10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the Class R Certificates)
shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. The Class X-A, Class X-B and
Class X-D Certificates shall be issued, maintained and transferred


 






    	-271-



    	 



    

 


only in minimum denominations of authorized initial notional
amounts of not less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial Certificate Principal Amount
or initial Notional Amount, as applicable, of any Class of Certificates (exclusive of the Class R Certificates) does
not equal an integral multiple of $1, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Principal Amount or initial Notional Amount, as applicable, that includes the excess of (i) the
initial Certificate Principal Amount or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1 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.


 


(c)          
One authorized signatory shall sign the Certificates for the Certificate Administrator by manual or fax signature. If an
authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator
countersigns the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized
signatory of the Certificate Administrator (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.


 


(a)          
Each Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered
form without interest coupons, substantially in the applicable form set forth as an exhibit hereto, 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 Principal Amount of a Global Certificate may from time
to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


 


(b)           Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership
interests in such 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.


 


(c)          
No transfer of any Private 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


 






    	-272-



    	 



    

 




which
does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption from the Securities
Act, and under the applicable state securities laws, then:


 


(i)           The
Certificates of each Class of the Private Certificates (other than the Class R Certificates) sold in offshore transactions in reliance
on Regulation S under the Securities Act shall initially be represented by a temporary global certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Private
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
Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial
interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate
of the same Class of Private Certificates (a “Regulation S Global Certificate”) in the applicable form set forth
as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f) of this Agreement. During the Restricted
Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall only be made
upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification.
After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation
S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in
the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Principal Amount
of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased
by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing
Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator
shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(ii)          The
Certificates of each Class of Private Certificates (other than the Class R Certificates) offered and sold to Qualified Institutional
Buyers in reliance on Rule 144A shall be represented by a single, global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate”),
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 Principal Amount of a Rule
144A Global Certificate may from


 






    	-273-



    	 



    

 


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.


 


(iii)         The
Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers, the Class R Certificates (collectively, 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.


 


(d)          Owners of beneficial
interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless:
(i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly
its responsibilities as depository with respect to the Global Certificates of such Class or ceases to be a Clearing Agency, and
the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days of such notice; (ii)
the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such
Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the
Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private Certificate, all of the applicable
requirements of Section 5.03 of this Agreement are satisfied; provided, however, that under no circumstances
will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate. Upon notice
of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are
in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and receipt from
the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates of such Class in the form
of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate, the same
legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize
the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)          If any Beneficial
Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor that is not a Qualified
Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as
that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but not a Qualified
Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions
on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer shall be made
and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of Section
5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer
of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar
shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such
Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease
in the


 






    	-274-



    	 



    

 


denomination
of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer
thereof.


 


Section 5.03          Registration
of Transfer and Exchange of Certificates.


 


(a)          The Certificate
Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”) in
which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class
of Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule
144A Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor,
the Master Servicer and the Special Servicer 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 Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule 144A Global
Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted Period to exchange
its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same
Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof
in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the
rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in
such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.11 of this Agreement, 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 Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or
Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit
E to this Agreement given by the holder of such beneficial interest stating that the transfer of such interest has been made
in compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation
S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Principal Amount
of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Temporary
Regulation S Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest in the Rule 144A Global
Certificate to be exchanged, to credit or cause to be credited to the account of


 






    	-275-



    	 



    

 


the
Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest
in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Principal Amount of the Rule 144A Global
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)          Rule 144A Global
Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate deposited
with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to exchange its
interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer
its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof in the form of an
interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange,
or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial
interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the Depository to be credited with such increase and (3)
a certificate in the form of Exhibit F to this Agreement given by the holder of such beneficial interest, then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Principal Amount of the Rule 144A Global
Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Regulation S Global Certificate
by the aggregate Certificate Principal Amount of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to
credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation
S Global Certificate equal to the reduction in the Certificate Principal Amount of the Rule 144A Global Certificate, and to debit,
or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A
Global Certificate that is being exchanged or transferred.


 


(e)          Temporary Regulation
S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial interest
in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar as custodian
for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or Regulation
S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest in such
Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof
in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and
the Depository, directing the Certificate Registrar, as


 






    	-276-



    	 



    

 


registrar,
to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial interest in
the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer
of an interest in the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited
with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not
the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted Period,
a certificate in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and stating that
the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring
such interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer 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 Principal Amount of the Temporary Regulation S Global Certificate or Regulation S Global
Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Rule 144A Global Certificate by
the aggregate Certificate Principal Amount of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation
S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the
Rule 144A Global Certificate equal to the reduction in the Certificate Principal Amount of the Temporary Regulation S Global Certificate
or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the
beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)           Temporary Regulation
S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate as to which
the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S. Beneficial
Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially
in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary Regulation S Global
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same Class
or Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the
respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate
Certificate Principal Amount of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in
the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or
certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the
certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of
this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation S
Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Principal Amount represented thereby by the amount
so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented
thereby. Until


 






    	-277-



    	 



    

 


so
exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the Certificates evidenced
thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate and
Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          Non-Book Entry
Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate (other than a
Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global
Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take
delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an
equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed
as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to
be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Principal Amount
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 I to this Agreement (in the
event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J
to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of
Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then
the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book
Entry Certificate equal to the aggregate Certificate Principal Amount of the portion retained by such transferor and shall instruct
the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Principal Amount of
the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person
specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Principal Amount
of the portion of the Non-Book Entry Certificate so canceled.


 


(h)          Exchanges of
Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry
Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global Certificate,
Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form
of a Non-Book Entry Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and
upon receipt, may conclusively rely upon): (i) an investment representation letter from the proposed transferee substantially in
the form attached as Exhibit L-4 to this Agreement and (ii) if required by the Certificate Registrar, an opinion of counsel
satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities
Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel shall not
be an expense of the Trust or of the Depositor, the


 






    	-278-



    	 



    

 


Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar
in their respective capacities as such).


 


(i)           Other Exchanges.
In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth in Section
5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures as are substantially
consistent with the provisions of clauses (c) through (f) and (h) above (including the certification requirements intended to ensure
that such transfers comply with Rule 144A or Regulation S under the Securities Act, at the case may be) and such other procedures
as may from time to time be adopted by the Certificate Registrar.


 


(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(k)          If Private Certificates
are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance with
the Securities Act, or if a request is made to remove such legend on Certificates, the Private Certificates so issued shall bear
the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar
such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities Act or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted” within
the meaning of Rule 144. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(l)           All Certificates
surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate Registrar
in accordance with the Certificate Registrar’s customary procedures.


 


(m)         No ERISA Restricted
Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will
be an employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Code Section 4975 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
29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, or of applicable Similar Law) to purchase such ERISA Restricted
Certificate or Class R Certificate, other than, in the case of the ERISA Restricted Certificates, 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, as applicable, would not constitute a non-exempt violation of Similar Law). Except in connection with
the transfer thereof by an Initial Purchaser or the Depositor, each prospective transferee of an ERISA


 






    	-279-



    	 



    

 


Restricted
Certificate or Class R Certificate in Non-Book Entry Certificate form shall deliver to the transferor, the Depositor, the
Certificate Registrar, the Certificate Administrator and the Trustee a representation letter, substantially in the form of Exhibit
L-3 to this Agreement, stating that the prospective transferee is not and will not be a Plan or a person acting on behalf
of or using the assets of a Plan, other than, in the case of the ERISA Restricted Certificates, 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, as applicable, would not constitute a non-exempt violation of Similar Law).
No Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D or
Class X-D Certificate and no Certificate which has ceased to be an ERISA Restricted Certificate (because of the proviso in
the definition of “ERISA Restricted 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 any such Plan or using the assets of a Plan
(within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, or of applicable Similar Law) to
purchase such Certificate, unless (A) the purchaser is an “accredited investor” within the meaning of Rule
501(a)(1) of the Securities Act and (B) the acquisition, holding and disposition of such Certificate by the purchaser will
not constitute or otherwise result in a non-exempt prohibited transaction under ERISA or Code Section 4975 (or a similar
non-exempt violation of Similar Law). 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.


 


(n)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition 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.


 


(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, other than in connection with the initial Transfer thereof to the applicable Initial Purchasers,
the


 






    	-280-



    	 



    

 


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 L-1 to this Agreement (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 tax 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 comply with the provisions of this Section 5.03(n) and (y) other than in connection
with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial Purchaser in connection
with the initial offering of the Certificates, require a statement from the proposed transferor substantially in the form attached
as Exhibit L-2 to this Agreement (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in the Transferee Affidavit are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (n)(ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Code Section 860E(e) as may be required
by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class
R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the Certificate
Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred
to above; provided, however, such Persons shall in no event be excused from furnishing such information.


 






    	-281-



    	 



    

 


(iv)         The
Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified Institutional
Buyers.


 


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, the Trustee and the
Certificate Administrator such security or indemnity as may be required by it to save it harmless, then, in the absence of actual
notice that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall direct the Certificate
Administrator to 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 Fund. In connection with the issuance of any new Certificate
under this Section 5.04, the Certificate Registrar and the Certificate Administrator 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 Fund,
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 Servicer, the Operating Advisor, the Trustee, the Certificate Administrator 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 Servicer, the Operating Advisor, the Trustee, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible
for distributing any report, statement or other information required to be distributed to Certificateholders has been provided
an Investor Certification, such party to this Agreement shall distribute such report, statement or other information to such Beneficial
Owner (or prospective transferee).


 


Section
5.06          Appointment of Paying Agent. The
Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a paying agent for the purpose of making distributions
to Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate Administrator shall cause such Paying
Agent, if other than the Certificate Administrator or the Master Servicer, to execute and deliver to the Master Servicer and the
Certificate Administrator an instrument that is consistent in all material respects with this Agreement and in which such Paying
Agent shall agree with the Master Servicer and the Certificate Administrator that such Paying Agent will hold all sums held by
it for the payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such
sums have been paid to the Certificateholders or disposed of as otherwise provided herein. The initial Paying Agent shall be the
Certificate Administrator. The Paying Agent shall at all times (a) have a rating on its unsecured long-term debt of at least “A”
by Fitch, “A2” by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by
Moody’s, and (b) have a rating on its unsecured short-term debt of at least “P-1” by Moody’s (or have such
other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation).


 






    	-282-



    	 



    

 


Section 5.07          Access
to Certificateholders’ Names and Addresses; Special Notices. 


 


(a)          If
any Certifying Certificateholder, any Companion Loan Holder or the Master Servicer (for purposes of this Section 5.07, an
“Applicant”) applies or requests in writing to the Certificate Registrar, and such application or request
states that the Applicant desires to communicate with the Certificateholders, the Certificate Registrar shall promptly furnish
or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record
Date as they appear in the Certificate Register, at the expense of the Applicant.


 


(b)          Every Certificateholder,
by receiving and holding its Certificate, agrees with the Certificate Administrator that the Certificate Administrator and the
Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information as to the names and
addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.


 


(c)          Upon the written
request of any Certifying Certificateholder or Companion Loan Holder that (a) states that such Certificateholder or Companion Loan
Holder, desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder
wishes to be contacted by other Certificateholders, setting forth the relevant contact information and briefly stating the reason
for the requested contact and (b) provides a copy of the Special Notice which such Certificateholder or any Companion Loan Holder
proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s Website
and shall mail such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register.
The costs and expenses of the Certificate Administrator associated with delivering with any such Special Notice shall be borne
by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither
the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special
Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 5.08          Actions
of Certificateholders.


 


(a)          Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in
person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Certificate Administrator and, when required, to the Depositor, the Master
Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator, the Depositor,
the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 






    	-283-



    	 



    

 


(b)          The fact and date
of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Certificate
Administrator deems sufficient.


 


(c)          Any request, demand,
authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted
to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the Master Servicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.


 


(d)          The Certificate
Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08
as it shall deem necessary.


 


Section 5.09          Authenticating
Agent. The Certificate Administrator
may appoint an Authenticating Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to
the Depositor and must be a corporation organized and doing business under the laws of the United States of America or any state,
having a principal office and place of business in a state and city acceptable to the Depositor, having a combined capital and
surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by
federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating Agent and the Certificate
Administrator hereby accepts such appointment.


 


Any corporation into
which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The Authenticating Agent
may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator
and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written
notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section
5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent 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 Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 5.09.


 


The Authenticating Agent
shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.
Any compensation paid to


 






    	-284-



    	 



    

 


the
Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment of an Authenticating
Agent 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 the Authenticating Agent.


 


Section
5.10          Appointment of Custodian. The
Certificate Administrator may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate
Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is
consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the
Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and the Companion
Loan Holders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have
a combined capital and surplus of at least $10,000,000, shall have a long-term debt rating of at least “BBB+” by Fitch,
“Baa1” from Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “Baa1” by Moody’s,
and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be
amended only as provided in Section 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable
expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed
appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian,
if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary
for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss
payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity
bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition,
the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned
by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that
are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator
named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10
shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the
Certificate Administrator a Rating Agency Confirmation. The appointment of a Custodian 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
the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.


 


Section 5.11          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 & Marquette Avenue, Minneapolis,
Minnesota 55479-0113 Attn: Certificateholder Services – GSMS 2015-GS1 as its office for such purposes. The Certificate Registrar
shall give prompt


 






    	-285-



    	 



    

 


written
notice to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.12          Exchanges
of Exchangeable Certificates.


 


(a)          At all times,
the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest,
the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular
Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership
interests in the Class PEZ Components.


 


(b)          On the Closing
Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall
be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class in
the Preliminary Statement.


 


(c)          Following the
Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S Certificates,
the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates may be
exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest in each
Class PEZ Regular Interest as the Certificates to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates
may exchange its Certificates on the books of the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates
that evidence the same Tranche Percentage Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered.


 


(d)          An exchange of
Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received in such
exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of Exchangeable
Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal Amount of
the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest in the
Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of all interest
and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant
to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant
to instructions delivered to the Certificate Administrator on the Closing Date.


 


(e)          At the request
of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates (in
the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable
Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate
sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as
set forth in Section 5.12(c).


 






    	-286-



    	 



    

 


(f)           In connection
with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate Principal
Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and
shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable Certificates
received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator,
as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each
Class of Exchangeable Certificates to reflect such reductions and increases.


 


(g)          In order to effect
an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at “cts.cmbs.bond.admin@wellsfargo.com”
and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange
Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange
notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and
(iii) set forth the following information: the CUSIP Number of each Exchangeable Certificate to be exchanged and each Exchangeable
Certificate to be received; the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be exchanged
and the original and outstanding Certificate Principal Amount of the Exchangeable Certificates to be received; the Certificateholder’s
Depository participant number; and the proposed Exchange Date. The Certificateholder and the Certificate Registrar shall utilize
the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates.
A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates
shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing Date,
by notice to the Certificate Administrator substantially in the form of Exhibit EE.


 


(h)          The Certificate
Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange
on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record
Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month,
then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to
the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the
Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the applicable
Certificates in the market to accomplish any exchange.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor and the Controlling Class Representative


 


Section 6.01          Liability
of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor. The
Depositor, the Master Servicer, the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only
to the extent of the


 






    	-287-



    	 



    

 


obligations
specifically imposed by this Agreement. Each of the Master Servicer, the Special Servicer and the Operating Advisor shall indemnify
the Depositor, any employee, manager, member, agent, director or officer of the Depositor, the Trust Fund and the Serviced Companion
Loan Holders and hold the Depositor, any employee, manager, member, agent, director or officer of the Depositor, the Trust Fund
and the Serviced Companion Loan Holders harmless against any loss, liability or reasonable expense (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith,
fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer or the Operating Advisor, as the
case may be, or by reason of negligent disregard of the Master Servicer’s, the Special Servicer’s or the Operating
Advisor’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer,
the Special Servicer or the Operating Advisor, as the case may be, of any of its representations or warranties contained herein.
The Depositor shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Operating Advisor, and any employee, manager, member, agent, director or officer of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Operating Advisor and hold the Trust Fund and the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor and any employee, manager, member, agent, director
or officer of either the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor harmless against any loss,
liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such
parties (i) in connection with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the
Depositor or by reason of negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a result of the breach
by the Depositor of any of its representations or warranties contained herein.


 


For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that a party to this Agreement is required to
indemnify another party to this Agreement for attorney’s fees and expenses, such fees and expenses are intended to include
attorney’s fees and expenses relating to the enforcement of such indemnity (but only after a non-appealable final judgment
or court order in favor of the indemnified party with respect to such indemnity or as agreed to by the related parties pursuant
to the settlement or otherwise).


 


Section 6.02          Merger
or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor. Subject to the following
paragraph, each of the Master Servicer, the Special Servicer and the Operating Advisor shall keep in full effect its existence,
rights and good standing as a national banking association, corporation or a limited liability company, as applicable, under the
laws of the state of its organization and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged
Properties are located, to the extent necessary to perform its obligations under this Agreement, or to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this
Agreement.


 


Each
of the Master Servicer, the Special Servicer and the Operating Advisor 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, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related
to acting as a trust advisor or operating advisor for commercial mortgage


 






    	-288-



    	 



    

 


securitizations)
to any Person, in which case any Person resulting from any merger or consolidation to which it shall be a party, or any
Person succeeding to its business, shall be the successor of the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the
Special Servicer or the Operating Advisor, as applicable, hereunder, if each of the Rating Agencies has provided a Rating
Agency Confirmation; provided that if the Master Servicer, the Special Servicer or the Operating Advisor enters
into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity
under applicable law, then the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a
result of the merger, be required to provide a Rating Agency Confirmation.


 


Section 6.03          Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others. None
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any of the directors, members, managers,
officers, employees or agents of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under
any liability to the Trust Fund, the Certificateholders, the Companion Loan Holders or any other Person 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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
or any such Person against liability which would be imposed by reason of (i) any breach of warranty or representation by such respective
party in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective party in
the performance of its obligations and duties hereunder or by reason of negligent disregard on the part of such respective party
of its obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any
director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the Operating
Advisor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate
Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer or the
Operating Advisor shall be indemnified and held harmless by the Trust Fund (which indemnification amounts shall be payable out
of the Collection Account or the applicable Serviced Whole Loan Custodial Account if and to the extent with respect to a Serviced
Whole Loan and then out of the Collection Account, provided that, to the extent that the amount relates to a Serviced Whole
Loan, is required under the Co-Lender Agreement to be borne by the holder of a related Companion Loan and is paid from the Collection
Account because funds on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient to pay such indemnification,
then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Companion Loan
to deposit into the Collection Account the amount so paid from the Collection Account) against any loss, liability, penalty, fine,
forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) incurred in connection with, or relating
to, this Agreement or the Certificates, other than any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including
reasonable legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance
of obligations or duties hereunder or by reason of negligent disregard of obligations or duties hereunder, in each case by the
Person being indemnified, (ii) with respect to any such party, resulting from the breach by


 






    	-289-



    	 



    

 


such
party of any of its representations or warranties contained herein, (iii) specifically required to be borne by the party seeking
indemnification, without right of reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that is otherwise
reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under
any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under
this Agreement and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured;
provided, however, that the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may in
its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such
event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund (payable out of the Collection Account or the applicable Serviced Whole Loan Custodial Account if
and to the extent with respect to a Serviced Whole Loan and then out of the Collection Account, provided that to the extent that
the amount relates to a Serviced Whole Loan, is required under the related Co-Lender Agreement to be borne by the holder of a
related Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Serviced Whole Loan
Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use
amounts otherwise payable to the holder of such Companion Loan to deposit into the Collection Account the amount so paid from
the Collection Account), and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled
to be reimbursed therefor from the Collection Account or the applicable Serviced Whole Loan Custodial Account, as applicable,
as provided in Section 3.06 and Section 3.06A of this Agreement.


 


Section
6.04          Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)          Each of the Master
Servicer, the Special Servicer and the Operating Advisor may assign its respective rights and delegate its respective duties and
obligations under this Agreement; provided that, with respect to any of the Master Servicer, the Special Servicer or the
Operating Advisor: (i) the successor accepting such assignment and delegation (A) shall be an established mortgage finance entity,
bank or other entity regularly engaged in the servicing of commercial mortgage loans (or, in the case of the Operating Advisor,
an Eligible Operating Advisor), organized and doing business under the laws of any state of the United States, the District of
Columbia or the United States, authorized under such laws to perform the duties of a servicer of mortgage loans or of an operating
advisor, as applicable, or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02
of this of this Agreement and, in the case of a Serviced Whole Loan, under the related Co-Lender Agreement, and (B) shall execute
and deliver to the Trustee and the Certificate Administrator an agreement which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer, the
Special Servicer or the Operating Advisor, as the case may be, under this Agreement from and after the date of such agreement;
(ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master Servicer, the Special Servicer
or the Operating Advisor shall not be released from its obligations under this Agreement that arose prior to the effective date
of such assignment and delegation under this Section 6.04; (iv) the rate at which


 






    	-290-



    	 



    

 


the
Operating Advisor Fee, the Servicing Fee or Special Servicing Compensation, as applicable (or any component thereof) is calculated
shall not exceed the rate then in effect; and (v) the resigning Master Servicer, Special Servicer or Operating Advisor, as applicable,
shall be responsible for the reasonable costs and expenses of each other party hereto, the Trust and the Rating Agencies in connection
with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall be the successor Master
Servicer, Special Servicer or Operating Advisor, as applicable, hereunder.


 


(b)          Except as provided
in this Section 6.04, the Master Servicer, the Special Servicer and the Operating Advisor shall not resign from their respective
obligations and duties hereby imposed on them except upon determination that such duties hereunder are no longer permissible under
applicable law; provided that, on and after the time the Trustee receives notice of resignation by the Master Servicer,
the Special Servicer or the Operating Advisor upon determination that such duties hereunder are no longer permissible under applicable
law, the Trustee shall, subject to the terms and provisions of Section 7.02 of this Agreement as if the resigning party
was a Terminated Party, be its successor in all respects in its capacity as Master Servicer, Special Servicer or Operating Advisor,
as applicable, as though the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, had received a
notice of termination. Any such determination permitting the resignation of the Master Servicer, the Special Servicer or Operating
Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s, the Special
Servicer’s or Operating Advisor’s expense) to such effect delivered to the Trustee and the Certificate Administrator.


 


Except as provided in
the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor
as contemplated herein shall become effective until the Trustee or a successor Master Servicer, Special Servicer or Operating Advisor
shall have assumed the Master Servicer’s, the Special Servicer’s or (except in circumstances where no successor Operating
Advisor is required to be appointed) the Operating Advisor’s responsibilities, duties, liabilities and obligations hereunder.
If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations for the same
compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would have been entitled, additional
amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall be treated as a shortfall resulting
in Realized Losses; provided that, for so long as no Consultation Termination Event has occurred and is continuing, the
Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor Master Servicer, Special
Servicer or Operating Advisor at a servicing or operating advisor compensation in excess of that permitted to the terminated Master
Servicer, Special Servicer or Operating Advisor, as applicable.


 


If the Trustee or an
Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing
Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer
other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that
meets the requirements of this Section 6.04.


 






    	-291-



    	 



    

 


(c)          Notwithstanding
the foregoing, the Operating Advisor may resign from its obligations and duties under this Agreement, without payment of any penalty,
at any time if there are no classes of Sequential Pay Certificates (other than the Class E, Class F and Class G Certificates) outstanding
and the Class PEZ Certificates are not outstanding; provided that no successor operating advisor shall be required to be appointed
in connection with, or as a condition to, such resignation.


 


Section 6.05          Rights
of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer. The
Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to
Section 11.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all
records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such obligations,
if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request, if reasonably related
to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish
to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and
the Certificate Administrator its most recent publicly available annual financial statements or those of its public parent. The
Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which
are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person
hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved
of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor
or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided in Section
3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer or the Special Servicer,
as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer (with respect to the Special
Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and neither such Person is obligated to monitor or supervise the
performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer nor the
Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor, the Trustee or the
Certificate Administrator and neither such Person is obligated to monitor or supervise the performance of the Depositor, the Trustee
or the Certificate Administrator under this Agreement or otherwise.


 


Each of the Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications
and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or
the related Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided
that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information not required
to be prepared hereunder.


 


Neither the Master Servicer
nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.


 






    	-292-



    	 



    

 


Section
6.06          Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or
an Affiliate of the Master Servicer or the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with
respect to a Global Certificate, Beneficial Owner) of any Certificate with the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof, except as otherwise expressly provided herein. If, at any time during
which the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder
or Beneficial Owner of any Certificate, the Master Servicer or the Special Servicer proposes to take action (including for this
purpose, omitting to take action) that (i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s
or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the
Master Servicer’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing
Standard, the Master Servicer or the Special Servicer may seek the approval of the Certificateholders and any affected Companion
Loan Holder to such action by delivering to the Trustee and the Certificate Administrator a written notice that (i) states that
it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii)
describes in reasonable detail the action that the Master Servicer or the Special Servicer proposes to take. The Certificate Administrator,
upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the
Special Servicer and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator
shall reasonably determine. If at any time Certificateholders holding greater than 50% of the Voting Rights of all Certificateholders
(calculated without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer
or its Affiliates) and any affected Companion Loan Holder shall have consented in writing to the proposal described in the written
notice, and if the Master Servicer or the Special Servicer shall act as proposed in the written notice, such action shall be deemed
to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from the Master Servicer
or the Special Servicer, as applicable, of the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph.
It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure
set forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section 6.07          Rating
Agency Fees. The Depositor shall pay
(or cause to be paid) the annual fees of each Rating Agency including, but not limited to, surveillance fees.


 


Section 6.08          Termination
of the Special Servicer Without Cause.


 


(a)          At
any time prior to the occurrence and continuance of any Control Termination Event, subject to Section 6.08(g) of this Agreement,
the Controlling Class Representative (other than with respect to the Element LA Whole Loan) shall be entitled to terminate the
rights (subject to Section 3.12 and Section 6.03 of this Agreement) and obligations of the Special Servicer under
this Agreement (exclusive of any Excluded Loan), with or without cause, upon ten (10) Business Days’ notice to the Special
Servicer, the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer
with respect to a Serviced Whole Loan, the related Companion Loan Holder. Upon a


 






    	-293-



    	 



    

 


termination
(pursuant to the prior sentence) or a resignation (pursuant to Section 6.04(b) of this Agreement) of the Special Servicer,
subject to Section 6.08(g) of this Agreement, the Controlling Class Representative (other than with respect to the Element
LA Whole Loan) shall appoint a successor to the Special Servicer; provided, however, that (i) such successor will
meet the requirements set forth in Section 7.02 of this Agreement; (ii) the Controlling Class Representative shall (at
no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation with
respect to such proposed successor acting as the Special Servicer and (iii) in the case of the appointment of a successor
Special Servicer with respect to a Serviced Whole Loan, the Controlling Class Representative shall (at no expense to the Trust
or the related Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for the
related Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency
Confirmation with respect to such proposed successor acting as the Special Servicer for the related Companion Loan.


 


Solely with respect to
the Element LA Whole Loan, while serviced under this Agreement, the Special Servicer may be replaced by the Element LA Companion
Loan Holder with respect to the Element LA Note A-1A Companion Loan (or its representative), with or without cause, provided,
however, that (i) such successor will meet the requirements set forth in Section 7.02 of this Agreement; and (ii)
the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion Loan (or its representative) shall (at
no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation with
respect to such proposed successor acting as the Special Servicer.


 


Following
the occurrence and during the continuance of a Control Termination Event, and subject to Section 6.08(g) of this Agreement,
upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of the Certificates
requesting a vote to terminate and replace the Special Servicer (other than with respect to the Element LA Whole Loan) with a proposed
successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to
be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such Holders to the
Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to the termination of such existing Special
Servicer and the replacement thereof with the proposed successor (with the reasonable fees and out-of-pocket costs and expenses
associated with obtaining such Rating Agency Confirmation to be an expense of such Holders), the Certificate Administrator shall
promptly provide written notice thereof to all Certificateholders by posting such notice on its internet website and by mailing
at their addresses appearing in the Certificate Register. Upon the written direction of (a) Holders of Certificates evidencing
at least 75% of the Voting Rights of the Certificates or (b) Holders of Non-Reduced Certificates evidencing more than 50% of the
Voting Rights of each Class of Non-Reduced Certificates, subject to Section 6.08(g) of this Agreement (considering each
Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical designation
as a single “Class” for such purpose), the Trustee shall terminate all of the rights (subject to Section 3.12,
Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer (other than with respect
to the Element LA Whole Loan) under this Agreement, and the proposed successor Special Servicer shall succeed to the duties of
the Special Servicer all as if a removal and replacement were occurring pursuant to Section 7.01 and Section 7.02
of this


 






    	-294-



    	 



    

 


Agreement;
provided that if such written direction is not provided within 180 days of the initial request for a vote to terminate
and replace the Special Servicer, then such written direction shall have no force and effect. The provisions set forth in the
foregoing sentences of this Section 6.08(a) shall be binding upon and inure to the benefit of solely the Certificateholders
and the Trustee as between each other. As between the Special Servicer (other than with respect to the Element LA Whole Loan),
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 Special Servicer.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices
on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive email
notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate
Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting
such notices.


 


(b)          At
any time after the occurrence and during the continuance of a Consultation Termination Event and subject to Section 6.08(g)
of this Agreement, if the Operating Advisor determines that the 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 the Special Servicer, a written recommendation in the form of Exhibit T 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 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 position (along with relevant information justifying its recommendation) and recommending
a replacement special servicer meeting the applicable requirements of this Agreement, which recommended special servicer has agreed
to succeed as the Special Servicer if appointed in accordance herewith (other than with respect to the Element LA Whole Loan).
In such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s
Website and by mail send notice to all Certificateholders, asking them to vote whether they wish to remove the Special Servicer
(other than with respect to the Element LA Whole Loan). Upon (i) the written direction of Holders of each Class of Non-Reduced
Certificates evidencing greater than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates (considering
each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical designation
as a single “Class” for such purpose) within 180 days of the initial request for a vote 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) subject to Section 6.08(g) of this Agreement, terminate all of the rights and obligations of
the Special Servicer under this Agreement (other than with respect to the Element LA Whole Loan) and appoint the recommended applicable
successor Special Servicer and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The
reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation and administering
such vote shall be an Additional Trust Fund Expense. If the Certificate Administrator does not receive the required written direction
contemplated by clause (i) of the


 






    	-295-



    	 



    

 


second
preceding sentence within 180 days of the initial request for such vote, then the Trustee shall have no obligation to remove the
Special Servicer and such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement
special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under
this Agreement and to act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated
Special Servicer with respect to any termination pursuant to this Section 6.08(b).


 


(c)          In no event may
a successor Special Servicer be a current or former Operating Advisor or any Affiliate of such current or former Operating Advisor.
Further, such successor must be a Person that (i) satisfies all of the eligibility requirements applicable to special servicers
contained in this Agreement and, in the case of a Serviced Whole Loan, in the related Co-Lender Agreement, (ii) is not obligated
or allowed to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations
under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation by the Operating Advisor
for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive any compensation from the Operating
Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer,
in each case, unless expressly approved by 100% of the Certificateholders.


 


(d)          The appointment
of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations to
make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable
to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the
replacement of the Special Servicer shall be paid by the Controlling Class Representative or Certificateholders or Companion Loan
Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 


(e)          No termination
of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor Special Servicer
shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains an assumption by
such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the
Special Servicer under this Agreement from and after the date of such agreement and (ii) subject to Section 11.13 of this
Agreement, each Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and,
if a Serviced Whole Loan or any related REO Property is involved, each related Companion Loan Rating Agency has delivered to the
Trustee and the Certificate Administrator and their respective counterparts with respect to the Other Securitization Trust a Companion
Loan Rating Agency Confirmation, in each case with respect to such termination and appointment of a successor.


 


(f)           Any successor
Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a) of this Agreement
mutatis mutandis as of the date of its succession.


 






    	-296-



    	 



    

 


(g)          In the event that
the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing to the Special
Servicer, terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and the Serviced Whole
Loans for which it is the Special Servicer and the proceeds thereof, other than any rights the Special Servicer may have hereunder
as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including without limitation
the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date
of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout
Fees in accordance with the terms hereof).


 


(h)          If
(1) a replacement special servicer is appointed with respect to a Serviced Whole Loan or any related REO Property in accordance
with Article VII or (2) an Excluded Special Servicer is appointed with respect to an Excluded Special Servicer Loan, such that
there are multiple parties acting as Special Servicer hereunder, then, unless the context clearly requires otherwise: (i) when
used in the context of imposing duties and obligations on the Special Servicer hereunder or the performance of such duties and
obligations, the term “Special Servicer” shall mean (A) the applicable Serviced Whole Loan Special Servicer, insofar
as such duties and obligations relate to the subject Serviced Whole Loan or any related REO Property, (B) the applicable Excluded
Special Servicer, insofar as such duties and obligations relate to the subject Excluded Special Servicer Loan or any related REO
Property, and (C) shall mean the Pool Special Servicer (as defined below in subsection (i)), in all other cases (provided, that
in Section 3.15 and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Serviced
Whole Loan Special Servicer, the Excluded Special Servicer (if any) and the Pool Special Servicer); (ii) when used in the context
of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special Servicer”
shall mean (A) the applicable Serviced Whole Loan Special Servicer, insofar as such information, funds, documents, instruments
and/or other items relate to the subject Serviced Whole Loan or any related REO Property, (B) the applicable Excluded Special Servicer,
insofar as such information, funds, documents, instruments and/or other items relate to the subject Excluded Special Servicer Loan
or any related REO Property and (C) shall mean the Pool Special Servicer, in all other cases; (iii) when used in the context of
granting the Special Servicer the right to purchase all of the Mortgage Loans and all other property held by the Trust Fund pursuant
to Section 9.01 of this Agreement, the term “Special Servicer” shall mean the Pool Special Servicer only; (iv)
when used in the context of the Special Servicer being replaced pursuant to this Section 6.08 by the Controlling Class Representative
or the applicable Certificateholders the term “Special Servicer” shall mean the Pool Special Servicer, the applicable
Serviced Whole Loan Special Servicer or the Excluded Special Servicer, if applicable; (v) when used in the context of granting
the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special
Servicer” shall mean each of the Serviced Whole Loan Special Servicer, the Excluded Special Servicer (if any) and the applicable
Pool Special Servicer as defined herein; and (vi) when used in the context of requiring indemnification from, imposing liability
on, or exercising any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder
or for any negligence, bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent
disregard of such duties and obligations or otherwise holding the


 






    	-297-



    	 



    

 


Special
Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean the applicable Serviced Whole
Loan Special Servicer, the applicable Excluded Special Servicer or the Pool Special Servicer, as applicable.


 


(i)          References
in this Agreement to “Pool Special Servicer” mean the Person performing the duties and obligations of special servicer
with respect to the applicable Mortgage Loans (exclusive of (A) any Serviced Whole Loan or related REO Property as to which a different
Serviced Whole Loan Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Loan
or any related REO Property as to which a different Excluded Special Servicer has been appointed with respect thereto).


 


(j)          Notwithstanding
anything to the contrary contained in this Section 6.08, if the Special Servicer has obtained knowledge that it has
become a Borrower Party with respect to any Mortgage Loan or Serviced Whole Loan, then the Special Servicer shall resign in such
capacity with respect to such Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination
Event, if the Excluded Special Servicer Loan is not also an Excluded Loan, the Controlling Class Representative shall appoint (and
replace with or without cause) the Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded
Special Servicer Loan in accordance with this Agreement. At any time after the occurrence and during the continuance of a Control
Termination Event or if an Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use reasonable
efforts to appoint the Excluded Special Servicer and shall, at the expense of the Issuing Entity,
petition any court of competent jurisdiction for the appointment of a successor Excluded Special Servicer if one is not appointed
within sixty (60) days of the Special Servicer’s notice of resignation. If a Control Termination Event has occurred and is
continuing, neither the Controlling Class Representative nor any other Controlling Class Certificateholder shall be entitled to
remove or replace the Special Servicer with respect to any Excluded Special Servicer Loan. 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 Excluded Special Servicer is a replacement special servicer meeting the applicable
requirements of this Agreement and (iii) the Excluded Special Servicer delivers to the Depositor and any applicable depositor related
to another securitization that includes a Serviced Companion Loan, the information, if any, required pursuant to Item 6.02 of the
Form 8-K Current Report regarding itself in its role as Excluded Special Servicer.


 


If at any time the Person
that had acted as the Special Servicer for any Mortgage Loan or Serviced Whole Loan prior to such Mortgage Loan or Serviced Whole
Loan, as the case may be, becoming an Excluded Special Servicer Loan is no longer a Borrower Party (including, without limitation,
as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Loan) with
respect to such Mortgage Loan or Serviced Whole Loan, as the case may be, (1) the related Excluded Special Servicer shall resign,
(2) such Mortgage Loan or Serviced Whole Loan, as the case may be, shall no longer be an Excluded Special Servicer Loan, (3) such
original Special Servicer shall become the Special Servicer again for such Mortgage Loan or Serviced Whole Loan, as the case may
be, and (4) such original Special Servicer shall be entitled to all Special Servicing Compensation with


 






    	-298-



    	 



    

 


respect
to such Mortgage Loan or Serviced Whole Loan, as the case may be, earned during such time on and after it resumes its duties as
Special Servicer with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be.


 


The Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and will be
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 that Special Servicer shall remain
entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans which are not Excluded
Special Servicer Loans).


 


(k)          If a Servicing
Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, 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 Special Servicer, as applicable, shall provide prompt
written notice thereof to each of the other parties to this Agreement.


 


Section 6.09          The
Controlling Class Representative.


 


(a)          For
so long as no Control Termination Event has occurred and is continuing and exclusive of any Excluded Loan, the Controlling Class
Representative shall be entitled to (1) advise the Special Servicer with respect to all Specially Serviced Loans (other than the
Element LA Mortgage Loan), (2) advise the Special Servicer with respect to Performing Loans (other than the Element LA Mortgage
Loan) as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer for a Major
Decision, and (3) with respect to any Non-Serviced Mortgage Loan, exercise consultation and consent rights (if any) and attend
annual meeting with an Other Master Servicer and an Other Special Servicer, in each case, to the extent the holder of a Non-Serviced
Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement. In addition, notwithstanding anything herein
to the contrary, except as set forth in, and in any event subject to Section 6.09(b) and the second and third paragraphs
of this Section 6.09(a), both (a) the Master Servicer shall not be permitted to consent to any of the actions constituting
a Major Decision unless it has obtained the consent of the Special Servicer, who shall have 15 Business Days (or 60 days
with respect to the determination of an Acceptable Insurance Default) (from the date that the Special Servicer receives the information
from the Master Servicer) to analyze and make a recommendation regarding such Major Decision (provided that, if the Special
Servicer does not consent, or notify the Master Servicer that it will not consent, to such Major Decision within the required 15
Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented to such Major Decision) and (b)
for so long as no Control Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to consent
to the Master Servicer’s taking any of the actions constituting a Major Decision nor will the Special Servicer itself be
permitted to take any of the actions constituting a Major Decision as to which the Controlling Class Representative has objected
in writing within ten (10) Business Days (or, in the case of a determination of an Acceptable Insurance Default, twenty (20) days)
after receipt of the written recommendation and analysis from the Special Servicer; provided that (i) if such written


 






    	-299-



    	 



    

 


objection
has not been received by the Special Servicer within such ten (10) Business Day period or twenty (20) day period, as applicable,
then the Controlling Class Representative will be deemed to have approved such action and (ii) the consent of the Controlling
Class Representative shall not be required in connection with a Major Decision with respect to an Excluded Loan; provided
further, that, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise
authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision,
or any other matter requiring consent of the Controlling Class Representative prior to the occurrence and continuance of a Control
Termination Event in this Agreement, is necessary to protect the interests of the Certificateholders and, with respect to any
Serviced Whole Loan, the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and related Companion
Loan Holder(s) constituted a single lender), the Special Servicer or Master Servicer, as applicable, may take any such action
without waiting for the Controlling Class Representative’s (or, if applicable, the Special Servicer’s) response. The
Special Servicer is not required to obtain the consent of the Controlling Class Representative for any Major Decision following
the occurrence and during the continuance of a Control Termination Event; provided that, after the occurrence and during
the continuance of a Control Termination Event, the Special Servicer shall consult (on a non-binding basis) with the Controlling
Class Representative (other than with respect to any Excluded Loan and until the occurrence and continuance of a Consultation
Termination Event) and the Operating Advisor in connection with any Major Decision (but, in the context of Performing Loans, only
as to those matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer) and consider
alternative actions recommended by the Controlling Class Representative and the Operating Advisor, but only to the extent such
consultation with, or consent of, the Controlling Class Representative would have been required prior to the occurrence and continuance
of such Control Termination Event. Notwithstanding the foregoing, the Controlling Class Representative shall have no consent or
consultation rights with respect to Major Decisions with respect to any Excluded Loan.


 


In addition, for so long
as no Control Termination Event has occurred and is continuing, the Controlling Class Representative (other than with respect to
any Excluded Loan) may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage
Loan or Serviced Whole Loan, as applicable, as the Controlling Class Representative may deem advisable or as to which provision
is otherwise made herein. Notwithstanding anything herein to the contrary, no such direction, and no objection, advice or consultation
contemplated by the preceding paragraph or this paragraph, may require or cause the Master Servicer or the Special Servicer to
violate any provision of any Loan Documents, applicable law, this Agreement or the REMIC Provisions, including without limitation
each of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard,
or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Fund or the Trustee to liability,
or materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities hereunder or cause
the Master Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master
Servicer or the Special Servicer is not in the best interests of the Certificateholders and/or the Companion Loan Holders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any
advice from the Controlling


 






    	-300-



    	 



    

 


Class
Representative would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Loan
Documents, the intercreditor agreement, applicable law, the REMIC Provisions or this Agreement, including without limitation,
the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advise
and notify the Controlling Class Representative, the Trustee and, subject to Section 11.13 of this Agreement, the Rating
Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the Controlling
Class Representative that does not violate any 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 the Special Servicer.


 


The Controlling Class
Representative will have no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the
taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of negligent
disregard of obligations or duties.


 


By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling
Class Representative may have special relationships and interests that conflict with those of Holders of one or more Classes of
Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Holders of the Controlling Class;
(iii) the Controlling Class Representative does not have any liability or duties to the Holders of any Class of Certificates other
than the Controlling Class; (iv) the Controlling Class Representative may take actions that favor interests of the Holders of the
Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Controlling Class
Representative shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as
set forth in clauses (i)-(iv) of this paragraph, and no Certificateholder may take any action whatsoever against the Controlling
Class Representative or any affiliate, director, member, officer, employee, shareholder, member, partner, agent or principal thereof
for having so acted; provided, however, that the rights of the Controlling Class Representative are subject to the
intercreditor agreement.


 


(b)          Notwithstanding
anything to the contrary contained herein: (i) after the occurrence and during the continuance of any Control Termination Event,
the Controlling Class Representative shall have no right to consent to any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement (other than with respect to any Excluded Loan), and the Master
Servicer, the Special Servicer and any other applicable party shall consult with the Controlling Class Representative in connection
with any action to be taken or refrained from taking to the extent set forth herein (other than with respect to any Excluded Loan);
(iii) after the occurrence and during the continuance of a Consultation Termination Event, the Controlling


 






    	-301-



    	 



    

 


Class
Representative shall have no consultation or consent rights hereunder and no right to receive any notices, reports or information
(other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling
Class Representative; and (iv) no Person may exercise any of the rights and powers of the Controlling Class Representative with
respect to an Excluded Loan.


 


(c)          Notwithstanding
anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action
pursuant to advice or consultation provided by the related Serviced Companion Loan Holder that would cause any one of them to violate
applicable law, the terms of the related Serviced Whole Loan, the related Co-Lender Agreement, this Agreement, including the Servicing
Standard, or the REMIC Provisions or that would (i) expose the Master Servicer, the Special Servicer, the Depositor, a Mortgage
Loan Seller, the Trust Fund, the Trustee, the Operating Advisor, the Certificate Administrator or their respective Affiliates,
officers, directors, managers, members, employees or agents to any claim, suit or liability, (ii) materially expand the scope of
the Master Servicer’s or the Special Servicer’s responsibilities, or (iii) cause the Master Servicer or the Special
Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders or the Servicing Standard.


 


(d)          Each Certificateholder
and Beneficial Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate
(or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Administrator and to
notify the Certificate Administrator of the transfer of any Control Eligible Certificate (or the beneficial ownership of any Control
Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal thereof. Any such Certificateholder
(or Beneficial Owner) or its designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by
virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate)
to notify the Certificate Administrator when such Certificateholder (or Beneficial Owner) or designee is appointed Controlling
Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify
the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee of the identity of the Controlling Class Representative,
any resignation or removal thereof and/or any new Holder or Beneficial Owner of a Control Eligible Certificate. In addition, upon
the request of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee, as applicable, the Certificate
Administrator shall provide (on a reasonably prompt basis):


 


(i)           the
identity of the then-current Controlling Class and a list of the Controlling Class Certificateholders; provided that, if
any Controlling Class Certificateholder is listed as being the Depository, then the Certificate Administrator shall promptly request
from the Depository the list of Beneficial Owners of the Controlling Class (at the expense of the Trust if such expense arises
in connection with an event as to which the Controlling Class Representative or the Controlling Class has consent or consultation
rights pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection with its obligation
under Section 3.29(d)(ii) of this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling
Class Representative, and otherwise at the expense of the requesting party), and the


 






    	-302-



    	 



    

 


Certificate Administrator shall provide such
list to the requesting party promptly upon receipt; provided, further that, if any Controlling Class Certificateholder
is listed as the Depository and a Responsible Officer of the Certificate Administrator has actual knowledge of the identity of
the related Beneficial Owner, then the Certificate Administrator shall include such Beneficial Owner in the list provided to any
requesting party pursuant to this clause (i);


 


(ii)          for
so long as no Consultation Termination Event has occurred and is continuing, the identity of the Controlling Class Representative
and applicable contact information;


 


(iii)         confirmation
as to whether a Control Termination Event has occurred in the previous calendar year preceding any such request, to such requesting
party; and


 


(iv)         the
identity of each Companion Loan Holder, and each of the Master Servicer, Special Servicer, Operating Advisor and the Trustee shall
be entitled to rely on such information so provided by the Certificate Administrator.


 


In
the event of a change in the Controlling Class, the Certificate Administrator shall promptly contact Eightfold Real Estate
Capital, L.P., or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s), and
determine whether such entity is the Holder (or Beneficial Owner) of at least a majority of the Controlling Class (in effect after
such change in Controlling Class) by Certificate Principal Amount. If at any time that Eightfold Real Estate Capital, L.P. or any
successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer the Holder (or Beneficial Owner)
of at least a majority of the Controlling Class by Certificate Principal Amount and the Certificate Administrator has neither (i)
received notice of the then-current Controlling Class Certificateholders (or, in the case of book entry certificates, Beneficial
Owners) of at least a majority of the Controlling Class by Certificate Principal Amount nor (ii) received notice of a replacement
Controlling Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation Termination Event
shall be deemed to have occurred and shall be deemed to continue until such time as the Certificate Administrator receives either
such notice.


 


Upon
receipt of notice of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward
notice thereof to each other party to this Agreement.


 


On the Closing Date,
the initial Controlling Class Representative shall deliver to the Depositor a certification substantially in the form of Exhibit
M-1E to this Agreement, which certification shall be addressed to, and may be conclusively relied upon by, the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor. Upon the resignation
or removal of the existing Controlling Class Representative, any successor Controlling Class Representative shall also deliver
to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor a certification
substantially in the form of Exhibit M-1E to this Agreement prior to being recognized as the new Controlling Class Representative.


 






    	-303-



    	 



    

 


(e)          Once
a Controlling Class Representative has been selected pursuant to clause (c) above, each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial
Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders of the Controlling
Class, by Certificate Principal Amount, or such Controlling Class Representative shall have notified the Certificate Administrator,
the Master Servicer and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling
Class Representative or the selection of a new Controlling Class Representative. Upon receipt of written notice of, or actual knowledge
by a Responsible Officer of, the resignation of a Controlling Class Representative, the Certificate Administrator shall request
the Certificateholders of the Controlling Class to select a new Controlling Class Representative.


 


(f)          If
at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related
Beneficial Owner or Beneficial Owners (through the Depository, unless the Certificate Administrator shall have been previously
provided with the name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it be informed
of any change in the identity of the related Beneficial Owner from time to time.


 


(g)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor and
the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to
the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)          Notwithstanding
anything to the contrary contained herein, during such time as the Class E Certificates is the Controlling Class, the Holder of
more than 50% of the Controlling Class Certificates (by Certificate Principal Amount) 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 to cause the exercise
of the rights of the Controlling Class Representative as set forth in this Agreement by irrevocable written notice delivered to
the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder or
group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain
effective, and a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred and shall be deemed
to continue, with respect to such Holder and such Class until such time as the Opting-Out Party (i) sells a majority of the Class
E Certificates (by Certificate Principal Amount) to an unaffiliated third party and (ii) certifies to the Depositor, Certificate
Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party retains no direct
or indirect voting rights with respect to the Class E Certificates that it does not own, (b) there is no voting agreement between
the Opting-Out Party and the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class
E Certificates (such sale and certification, a “Class E Transfer”). Following any such Class E Transfer, the
successor holder of more than 50% of the Controlling Class Certificates (by Certificate Principal Amount) shall again have the
rights of the Controlling Class Representative as set forth herein (including the rights to appoint a Controlling Class Representative
or cause the exercise of the rights of the Controlling Class Representative) without regard to any prior waiver by the predecessor
Certificateholder. Such


 






    	-304-



    	 



    

 


successor
Certificateholder shall also have the right as provided in this Section 6.09(h) to irrevocably waive its rights to act
as or appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or
to cause the exercise of the rights of the Controlling Class Representative as set forth in this Agreement. No such successor
Certificateholder described above in this paragraph shall have any consent rights with respect to any Mortgage Loan that became
a Specially Serviced Loan prior to the Class E Transfer and had not also become a Corrected Mortgage Loan prior to such Class
E Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.


 


(i)           Notwithstanding
the foregoing described rights of the Controlling Class Representative, in the case of the Element LA Whole Loan, prior to the
Element LA Companion Loan Securitization Date, only the Element LA Companion Loan Holder with respect to the Element LA Note A-1A
Companion Loan (or its representative) may exercise the consent and approval rights of the Controlling Class Representative described
in this Section 6.09, it will be unaffected by the occurrence of a Control Termination Event or a Consultation Termination
Event, and it will have such additional rights pursuant to the related Co-Lender Agreement.


 


Article
VII



DEFAULT


 


Section 7.01           Servicer
Termination Events.


 


(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 or payment required to be made by the Master Servicer to the Collection
Account or any Serviced Whole Loan Custodial Account or to any Companion Loan Holder on the day and by the time such deposit or
remittance is 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 Special Servicer to deposit into any 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 Serviced Whole Loan Custodial Account,
as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


 


(iii)         any
failure on the part of the Master Servicer or the Special Servicer, as applicable, 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 30 days (10 days
in the case of the Master Servicer’s failure to make a Property Advance


 






    	-305-



    	 



    

 


or 20 days in the case of a failure to pay the premium
for any insurance policy required to be maintained under this Agreement or such shorter period (not less than two (2) Business
Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,
as applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer or the
Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates of any
Class evidencing, as to such Class, not less than 25% of the Voting Rights (considering each Class of the Class A-S, Class B and
Class C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class”
for such purpose) or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, if any such failure
with a 30-day cure period is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently
pursuing such cure, such 30-day period will be extended an additional 60 days; provided that the Master Servicer, or the
Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it
has diligently pursued, and is continuing to pursue, a full cure; or


 


(iv)         any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or any Companion Loan Holder and which
continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be remedied,
has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates entitled to not less than 25% of the Voting Rights; or, if affected thereby, by a Serviced Companion
Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the Special Servicer,
as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days; provided that
the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period
and has certified that it has diligently pursued, and is continuing to pursue, a full cure; 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, receiver, liquidator,
trustee or similar official in any bankruptcy, 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 Master Servicer or the Special
Servicer, as applicable, and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period
of 60 days; or

 


(vi)         the
Master Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or

 






    	-306-



    	 



    



 


similar
proceedings of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its
property; or


 


(vii)        the
Master Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable 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
Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (i) 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 (ii) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities
on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii),
publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor
in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn
by such Rating Agency (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days
of such event); or


 


(ix)         with
respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days of downgrade or withdrawal of such rating or, with respect to the Special
Servicer, the Special Servicer ceases to have a commercial special servicer rating of at least “CSS3” from Fitch and
that rating is not reinstated within 60 days of downgrade or withdrawal of such rating, as the case may be; or


 


(x)          the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall fail to deliver
during any period in which the Trust or the Other Securitization Trust is subject to the reporting requirements of the Exchange
Act the items required to be delivered by this Agreement to enable the Certificate Administrator, Depositor or Other Depositor
or Other Exchange Act Reporting Party to comply with the Trust’s reporting obligations under the Exchange Act within (a)
with respect to the delivery of any item relating to a Reportable Event, two (2) Business Days of such failure to comply with Article
X or (b) with respect to the delivery of any other item, five (5) Business Days of such failure to comply with Article X
(any primary servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(x) shall be terminated at the
direction of the Depositor);


 


then, and in each and every such case,
so long as a Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written direction
of the Holders of at least 25% of the aggregate Voting Rights of all Certificates (or, solely in the case of the related Serviced
Whole Loan, at the direction of an affected Companion Loan Holder) to the Trustee, then the Trustee shall, terminate the Master
Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be a Servicer Termination
Event with


 






    	-307-



    	 



    

 


respect to the pool of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii) and/or (ix) above if the failure,
default or event only has an adverse effect on a Serviced Companion Loan, the holder of a Serviced Companion Loan or a rating on
any Serviced Companion Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced Companion
Loan and the holder of any related Serviced Companion Loan shall: (i) in the case of any such failure, default or event on the
part of the Master Servicer, have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination Event with
respect to the related Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the part of the
Special Servicer, be able to require termination of the Special Servicer with respect to, but only with respect to, the related
Serviced Whole Loan.


 


In the event that the
Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, the
Master Servicer shall also be terminated as Special Servicer.


 


(b)          If the Master
Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event under Section
7.01(a)(viii) or Section 7.01(a)(ix) and if the Master Servicer to be terminated pursuant to Section 7.01(c)
provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days following
such termination notice, then the Master Servicer shall continue to service as Master Servicer hereunder until a successor Master
Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request for proposal” materials,
Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer pursuant
to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans and the Serviced Whole Loans under
this Agreement from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance with Section
6.02 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located,
then from as many persons as the Trustee can determine are Qualified Bidders; provided that, the Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee shall
not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage Loans under
this Agreement. The offer proposal shall require any Successful Bidder (as defined below), as a condition of such offer, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice
of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash offer (the “Successful
Bidder”) to act as successor Master Servicer hereunder; provided, however, that if the Trustee does not
receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such Successful Bidder, then
the Trustee shall repeat the offer process described above (but subject to the above-described 45-day time period) until such confirmation
is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant
to the terms hereof no later than 45 days after notice of the termination of the Master Servicer.


 


Upon the assignment and
acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c)
of this Agreement, the amount of such cash offer received from the Successful Bidder (net of


 






    	-308-



    	 



    

 


“out-of-pocket”
expenses incurred in connection with obtaining such offer and transferring servicing).


 


The Master Servicer to
be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses incurred
in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Whole Loans, which expenses are
not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If the Successful Bidder
has not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder
was identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c)
shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with
such offer process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter
may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)          In
the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee shall,
by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Whole Loans and
the proceeds thereof, other than any rights the Master Servicer or the Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt by the
Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Certificates
(except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loans and Serviced Whole Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and Serviced Whole Loans and related documents, or otherwise. The
Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01,
to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee
(or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor
Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with
all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section
7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant
to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume
its functions hereunder, and to cooperate with the Trustee


 






    	-309-



    	 



    

 


and
the successor to its responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including,
without limitation, the transfer to the successor Master Servicer or successor Special Servicer or the Trustee, as applicable,
for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer or
the Special Servicer to the Collection Account, any Serviced Whole Loan Custodial Account, any REO Account or Lock-Box Account
shall thereafter be received with respect to the Mortgage Loans and Serviced Whole Loan, and shall promptly provide the Trustee
or such successor Master Servicer or Special Servicer (which may include the Trustee), as applicable, all documents and records
reasonably requested by it, such documents and records to be provided in such form as the Trustee or such successor Master Servicer
or Special Servicer shall reasonably request (including electromagnetic form), to enable it to assume the Master Servicer’s
or Special Servicer’s function hereunder. All reasonable costs and expenses actually incurred by the Trustee, the Certificate
Administrator or the successor Master Servicer or successor Special Servicer in connection with transferring Mortgage Files, Servicing
Files and related information, records and reports to the successor Master Servicer or Special Servicer and amending this Agreement
to reflect (as well as providing appropriate notices to Mortgagors, ground lessors, insurers and other applicable third parties
regarding) such succession as successor Master Servicer or successor Special Servicer pursuant to this Section 7.01 shall
be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation
of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the
Trustee, the Certificate Administrator or the successor Master Servicer or Special Servicer for such expenses within 90 days after
the presentation of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the Terminated
Party shall not thereby be relieved of its liability for such expenses.


 


(d)          Notwithstanding
Sections 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master Servicer affects
a Companion Loan Holder of a Serviced Whole Loan and the Master Servicer is not otherwise terminated in accordance with Section
7.01(c), or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only the Companion Loan,
the Master Servicer may not be terminated in accordance with Section 7.01(c), but, at the written direction of the Companion
Loan Holder, the Master Servicer will be required to appoint, within 30 days of such direction, a sub-servicer (or, if any Serviced
Whole Loan is currently being sub-serviced, to replace, within 30 days of such direction, the then current sub-servicer with a
new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a Companion
Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain at its own expense a Companion Loan
Rating Agency Confirmation from each Companion Loan Rating Agency, which shall be delivered and addressed to the related Companion
Loan Holder and to the Trustee. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master
Servicer at the direction of a Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for all
duties, and shall be entitled to all compensation (other than the Excess Servicing Fee Right), of the Master Servicer under this
Agreement with respect to the related Serviced Whole Loan, except that the Master Servicer shall be entitled to retain a portion
of the Servicing Fee for the Mortgage Loan that is part of the related Serviced Whole Loan calculated at 0.0025% per annum
with respect to such Mortgage Loan (and any related REO Mortgage Loan). Such sub-servicing agreement (a) may be terminated without
cause and


 






    	-310-



    	 



    

 


without
payment of any fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer under a separate
servicing agreement for the applicable Serviced Whole Loan in the event that any Serviced Whole Loan is no longer to be serviced
and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability,
indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement,
except for the fact that the applicable Serviced Whole Loan and the related Mortgaged Properties shall be the sole assets serviced
and administered thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer at the
direction of a Companion Loan Holder in accordance with this Section 7.01(d) shall at any time resign or be terminated,
the Master Servicer shall be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In
the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer
appointed under this Section 7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination
Event that led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.


 


In no event shall the
Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Servicer Termination Event until a
Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has received written notice thereof or
has actual knowledge thereof.


 


(e)          If the Trustee,
the Certificate Administrator or the Master Servicer has received written notice from Moody’s, Fitch or KBRA that the Master
Servicer no longer is an approved master servicer then such party shall promptly notify the others and the Special Servicer, and
the replacement Master Servicer shall notify the related Companion Loan Holder of the same.


 


Section
7.02          Trustee to Act; Appointment of Successor. On
and after the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01,
the Trustee shall be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement
and the transactions set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities,
duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or the Special
Servicer by the terms and provisions hereof; provided, however, that (i) the Trustee shall have no responsibilities,
duties, liabilities or obligations with respect to any act or omission of the Master Servicer or the Special Servicer and (ii)
any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure
to provide, or delay in providing, records, tapes, disks, information or moneys shall not be considered a default by such successor
hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided
the Master Servicer or the Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special
Servicer’s termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any
liability of the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer
or Special Servicer. The Trustee shall not be liable for any of the representations, liabilities or warranties of the


 






    	-311-



    	 



    

 


Master
Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master
Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer
pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced
Whole Loan hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be
entitled to the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and
the Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or the Special Servicer
would have been entitled if the Master Servicer or the Special Servicer, as applicable, had continued to act hereunder. In the
event any Advances made by the Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest thereon
shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances
made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in
full. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or
if the Holders of Certificates entitled to at least 25% of the aggregate Voting Rights so request in writing to the Trustee, or
if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which a Rating
Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer,
as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the Master Servicer
or Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer or the Special Servicer hereunder; provided that, (i) solely with respect to the Element LA Whole
Loan, while serviced under this Agreement, the Element LA Companion Loan Holder with respect to the Element LA Note A-1A Companion
Loan (or its representative) will have the right to approve a successor to the Special Servicer and (ii) for so long as no Control
Termination Event has occurred or is continuing the Controlling Class Representative shall have the right to approve any such
successor Special Servicer (other than with respect to the Element LA Whole Loan). No appointment of a successor to the Master
Servicer or Special Servicer hereunder shall be effective until the assumption by such successor of all the Master Servicer’s
or the Special Servicer’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the
Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall
be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment
of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act
in such capacity. In connection with such appointment and assumption described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans and Companion Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of that permitted the Terminated Party hereunder;
provided, further, that if no successor to the Terminated Party can be obtained to perform the obligations of such
Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the
Terminated Party shall be treated as Realized Losses; provided, further that, for so long as no Consultation Termination
Event has occurred and is continuing, the Trustee shall consult with the Controlling


 






    	-312-



    	 



    

 


Class Representative prior to the appointment
of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the Trustee,
the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.


 


If the Trustee or an
Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing
Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer
other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that
meets the requirements of this Section 7.02.


 


Section
7.03           Notification to Certificateholders.


 


(a)          Upon
any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, to the Companion Loan Holders and, subject to Section 11.13 of this Agreement, to
each Rating Agency.


 


(b)          Within
30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders
of Certificates, any affected Companion Loan Holder (to the extent the Certificate Administrator has received the notice information
for such Companion Loan Holder after a request therefor) and, subject to Section 11.13 of this Agreement, to each Rating
Agency notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event
or Operating Advisor Termination Event shall have been cured or waived.


 


Section
7.04          Other Remedies of Trustee. During
the continuance of any Servicer Termination Event, so long as such Servicer Termination Event shall not have been remedied, the
Trustee, in addition to the rights specified in Section 7.01, shall have the right, in its own name as trustee of an express
trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to
protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan Holders (including
the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt
in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the defaulting Master Servicer or Special Servicer, as applicable. If the Master
Servicer or the Special Servicer, as applicable, fails to remedy, after the presentation of reasonable documentation, the Trustee
shall be entitled to be reimbursed for such expenses, costs and liability from the Collection Account or the Serviced Whole Loan
Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement; provided
that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such liability for


 






    	-313-



    	 



    

 


such
expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement
shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and
no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of
any Servicer Termination Event of the Master Servicer or the Special Servicer.


 


Section
7.05          Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The
Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer
Termination Event is on the part of the Special Servicer, with respect to the related Serviced Whole Loan only, by each affected
Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master
Servicer, the Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance
of its obligations hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits
(including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Serviced Whole
Loan Custodial Account or the Lower-Tier Distribution Account or in remitting payments as received, in each case in accordance
with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event
or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.
No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred
by the Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to
the Certificate Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be
reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are
reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event
under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders
of the affected Classes, and (b) a Servicer Termination Event under Section 7.01(a)(ix) of this Agreement may be waived
only with the consent of the Depositor, together with (in the case of each of clauses (a) and (b)) the consent of each Serviced
Companion Loan Holder, if any, that is affected by such Servicer Termination Event.


 


The foregoing paragraph
notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected
Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Companion Loan Holder related
to a Serviced Whole Loan (if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Certificateholders
may still waive that Servicer Termination Event, and the applicable Companion Loan Holder will be entitled to request that the
Master Servicer appoint, within 60 days of the applicable Companion Loan Holder’s request, a sub-servicer (or, if the applicable
Serviced Whole Loan is currently being subserviced, to replace, within 60 days of the applicable Companion Loan Holder’s
request, the then current sub-servicer with a new sub-servicer) with respect to the applicable Serviced Whole Loan. In connection
with the Master Servicer’s appointment of a sub-servicer at the request of a Companion Loan Holder in accordance with this
Section 7.05, the Master Servicer shall obtain a


 






    	-314-



    	 



    

 


Rating
Agency Confirmation from each Rating Agency at the expense of the Companion Loan Holder. The related sub-servicing agreement shall
provide that any sub-servicer appointed by the Master Servicer at the request of a Companion Loan Holder in accordance with this
Section 7.05 shall be responsible for all duties, and shall be entitled to all compensation (other than the Excess Servicing
Fee Right), of the Master Servicer under this Agreement with respect to the applicable Serviced Whole Loan, except that the Master
Servicer shall be entitled to retain a portion of the master servicing fee for the related Mortgage Loan calculated at 0.0025%
per annum. Such Sub-Servicing Agreement (a) may be terminated without cause and without the payment of any fee and (b)
shall also provide that such sub-servicer shall become the master servicer under a separate servicing agreement for the applicable
Serviced Whole Loan in the event that any Serviced Whole Loan is no longer to be serviced and administered hereunder, which separate
servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing compensation
provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable Serviced
Whole Loan and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source
of funds thereunder. Such sub-servicer (a) may be terminated without cause and without the payment of any fee and (b) shall meet
the requirements of Section 3.01 of this Agreement. If any sub-servicer appointed by the Master Servicer at the request
of a Companion Loan Holder in accordance with this Section 7.05 shall at any time resign or be terminated, the Master Servicer
shall be required to promptly appoint a substitute sub-servicer with respect to which a Rating Agency Confirmation, which shall
be delivered and addressed to the related Companion Loan Holder and to the Trustee, has been obtained at the expense of the applicable
resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated
sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting
hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05, the
terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer
shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.


 


Section 7.06          Termination
of the Operating Advisor.


 


(a)          An
“Operating Advisor 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 Operating Advisor 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 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights
of all then outstanding Certificates; provided, however, that with respect to any such failure which is not curable
within such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so
long as it has commenced


 






    	-315-



    	 



    

 


to cure such failure with the initial 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;


 


(ii)          any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days;


 


(iii)         any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30
days;


 


(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 Operating Advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of 60 days;


 


(v)          the
Operating Advisor 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
Operating Advisor or of or relating to all or substantially all of its property; or


 


(vi)         the
Operating Advisor 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.


 


Upon
receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on its internet website and
by mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination
Event shall occur then, and in each and every such case, so long as such Operating Advisor 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 Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations
of the Operating Advisor 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 Operating Advisor. Notwithstanding anything herein to
the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Operating Advisor Termination Event of which the Depositor becomes aware.


 






    	-316-



    	 



    

 


(b)          Upon
(i) the written direction of holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates
requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that 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 thereof to the Operating Advisor and to all Certificateholders by (i) posting such notice on its
internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register
and to the Operating Advisor. Upon the written direction of holders of Certificates evidencing 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 shall 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 notice in writing to the
Operating Advisor. The provisions set forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and
inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have
any cause of action based upon or arising from any breach or alleged breach of such provisions. As between the Operating Advisor,
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 Operating Advisor. The Certificate Administrator shall include
on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices on the Certificate
Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive email notifications when
such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall
be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.


 


(c)          On or after the
receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority and power
under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor 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 15 Business Days after (1) the Operating Advisor
resigns pursuant to Section 6.04 of this Agreement (excluding any resignation under the circumstances contemplated in Section
6.04(b) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written notice of
termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor,
which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed Operating Advisor in the case of
a termination pursuant to Section 7.06(b) of this Agreement; provided, however, that if the Trustee is the
successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor Operating
Advisor. The Trustee shall provide written notice of the appointment of an Operating Advisor to the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Controlling Class Representative and each Certificateholder
within one Business Day of such appointment. Except as contemplated by Section 7.06(b) of this Agreement, the appointment
of


 






    	-317-



    	 



    

 


the
Operating Advisor shall not be subject to the vote, consent or approval of the holder of any Class of Certificates.


 


The
Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate
of any of them. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the date
hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the
Trustee shall appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which successor
Operating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find a
successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to find
a replacement. In the event the Operating Advisor is either (i) required to resign due to the Depositor, the Master Servicer, the
Special Servicer, a Sponsor or an Affiliate thereof becoming the Operating Advisor or (ii) terminated pursuant to this Section
7.06, then, unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor and
the provisions in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable until a
replacement Operating Advisor is appointed hereunder.


 


Notwithstanding the foregoing,
if there are no classes of Sequential Pay Certificates (other than the Class E, Class F and Class G Certificates) are outstanding
and the Class PEZ Certificates are not outstanding, then the Controlling Class Representative may terminate all of the rights and
obligations of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to such termination,
including accrued and unpaid compensation and indemnification rights that arose out of events that occurred prior to such termination)
without the payment of any termination fee, provided, however, that the Operating Advisor shall continue to receive the Operating
Advisor Fee until the termination of the Trust Fund.


 


(d)          Upon
any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as
possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who shall, as
soon as possible, give written notice thereof to the Certificateholders), the Depositor and, prior to the occurrence and
continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this
Agreement, each Rating Agency. In the event that the Operating Advisor 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).


 






    	-318-



    	 



    

 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section
8.01          Duties of the Trustee and the Certificate Administrator.


 


(a)          The Trustee, prior
to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge and after
the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During
the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee,
subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator undertakes to perform
at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate
Administrator shall be construed as a duty.


 


(b)          Each of the Trustee
and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically required
to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face
to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither
the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good faith. If any such
instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee or the Certificate
Administrator, as applicable, shall request a corrected instrument, and if the instrument is not corrected to the Trustee’s
or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Certificate Administrator (if the Certificate
Administrator requested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument)
will provide notice thereof to the Certificateholders.


 


(c)          Neither the Trustee,
the Certificate Administrator nor any of their respective officers, directors, managers, members, employees, agents or “control”
persons within the meaning of the Securities Act shall have any liability arising out of or in connection with this Agreement,
provided that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve
the Trustee or the Certificate Administrator, as applicable, or any such person, from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)           Prior
to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after
the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this


 






    	-319-



    	 



    

 


Agreement, neither the Trustee nor the Certificate Administrator shall
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 or the Certificate Administrator and, in the absence
of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable,
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions,
certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator, as applicable, that conform on their face to the requirements of this Agreement without responsibility for investigating
the contents thereof;


 


(ii)          Neither
the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was
negligent in ascertaining the pertinent facts;


 


(iii)         Neither
the Trustee nor the Certificate Administrator shall be personally 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 entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights
of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee
or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, as applicable, under this Agreement;


 


(iv)         Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, managers, members, employees, agents
or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is
not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other
than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other
agreement, or any act or omission of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or any other
third Person, including, without limitation, in connection with actions taken pursuant to this Agreement;


 


(v)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s
or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach
by the Trustee or the


 






    	-320-



    	 



    

 


Certificate Administrator, as the case may be, of any of its representations or warranties contained in Section
2.07 or Section 2.08, as applicable, herein; provided, however, that the Trustee or the Certificate Administrator
may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with
respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder;
and


 


(vi)         Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to act, unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Each of the Trustee
and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s
failure to provide scheduled reports or other information when and as required to be delivered to the Trustee or the Certificate
Administrator, as applicable, pursuant to Section 4.02(b) of this Agreement (other than the CREFC® Total
Loan Report, the CREFC® Advance Recovery Report, the CREFC® Comparative Financial Status Report,
the CREFC® Loan Setup File, the CREFC® Operating Statement Analysis Report, the CREFC®
NOI Adjustment Worksheet or any other report that is required to be sent upon request or triggered by the action of any party).


 


None of the provisions
contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate
Administrator, as applicable, to (x) expend or risk its own funds, or otherwise incur financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate
Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it or (y) exercise any of its rights or powers or take any action if it determines such exercise or action is contrary
to law, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator,
as applicable, to perform, or, with respect to the Trustee, be responsible for the manner of performance of, any of the obligations
of the Master Servicer, the Special Servicer or the Operating Advisor under this Agreement, except, with respect to the Trustee,
during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges
of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Neither the Trustee nor the Certificate
Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under
this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds
pursuant to this Agreement (other than any funds invested with it in its commercial capacity or at its discretion).


 


(d)          The Operating
Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time make a written request from the Certificate Administrator
written confirmation of whether a Consultation Termination Event or a Control Termination Event occurred during the previous calendar
year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting
party within 15 days of such request. Further, the Certificate Administrator shall post a “special notice” on its website


 






    	-321-



    	 



    

 


within
10 days of its determination of the commencement or cessation of any Consultation Termination Event or Control Termination Event.


 


Section
8.02          Certain Matters Affecting the Trustee and the Certificate Administrator.


 


(a)          Except as otherwise
provided in Section 8.01 of this Agreement:


 


(i)           Each
of the Trustee and the Certificate Administrator may request and/or 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 and neither the Trustee nor the Certificate Administrator shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)          Each
of the Trustee and the Certificate Administrator may consult with counsel and 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
with such Opinion of Counsel;


 


(iii)         (A)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation 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 reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;


 


(B)          the
right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than
its negligence or willful misconduct in the performance of any such act; and


 


(C)          provided
that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence
of a Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge,
to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;


 


(iv)         Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, managers, members, employees, Affiliates,
agents or “control” persons within the meaning of the Securities Act shall be personally liable for any action taken,
suffered or omitted by it in good faith and reasonably believed by the


 






    	-322-



    	 



    

 




Trustee
or the Certificate Administrator, as applicable, to be authorized or within the discretion or rights or powers conferred upon it
by this Agreement;


 


(v)          Neither
the 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 at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class (considering each of the Class A-S, Class B and Class
C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class” for such
purpose); provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator,
as applicable, 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, as applicable, not reasonably assured to the Trustee or the Certificate
Administrator, as applicable, by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator,
as applicable, may require reasonable indemnity against such expense or liability as a condition to taking any such action. The
reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing relating
to the Master Servicer, the Special Servicer or the Operating Advisor, respectively and if such investigation results from such
Servicer Termination Event or Operating Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


 


(vi)        Each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys but shall not be relieved of its obligations hereunder; and


 


(vii)       For
purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice or knowledge of an event
only when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or
obtains actual knowledge of such event.


 


(b)          Following
the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of
this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificates
are outstanding or subject either Trust REMIC or the Grantor Trust to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.


 


(c)          All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it


 






    	-323-



    	 



    

  


without the possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither the Trustee nor
the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan
for purposes of this Agreement.


 


(d)          Neither
the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond
its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)          In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the
Certificate Administrator or the Trustee, as applicable, is required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Certificate Administrator or the Trustee, as applicable.
Accordingly, each of the parties agrees to provide to the Trustee, upon its request from time to time such identifying information
and documentation as may be available for such party in order to enable the Certificate Administrator and the Trustee to comply
with Applicable Laws.


 


(f)          Each
of the Custodian, Authenticating Agent, Paying Agent and Certificate Registrar shall be entitled to the same rights, indemnities,
immunities, privileges and protections afforded to the Certificate Administrator or the Trustee, as applicable, hereunder in the
same manner as if such party were the named Certificate Administrator or Trustee herein.


 


Section 8.03     Neither
the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals contained herein
and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Operating Advisor make no representations or warranties as to the validity or
sufficiency of this Agreement, of the Certificates or any prospectus used to offer the Certificates for sale or the validity,
enforceability or sufficiency of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator
shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any
Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders
under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or
responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance
thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section
7.02 of this Agreement,


 






    	-324-



    	 



    

  


in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof;
the existence of any Mortgage Loan or the contents of the related Mortgage File on any computer or other record thereof (other
than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of
this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any
Mortgage Loan to the Trust Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review
thereof pursuant to Section 2.02); the performance or enforcement of any Mortgage Loan (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer or
the Operating Advisor with any warranty or representation made under this Agreement or in any related document or the accuracy
of any such warranty or representation prior to the Trustee’s receipt of notice or actual knowledge by a Responsible Officer
of any non-compliance therewith or any breach thereof; any investment of moneys by or at the direction of the Master Servicer
or any loss resulting therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer
pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it
being understood that the Trustee shall remain responsible for any Trust Fund property that it may hold in its individual capacity;
the acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor (other than
if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this
Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor; any action
of the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as
Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent such action is
taken at the express written direction of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer
to act or perform any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action
by or omission of the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the express
terms of this Agreement; provided, however, that the foregoing shall not relieve the Trustee or the Certificate
Administrator, as applicable, of its obligation to perform its duties as specifically set forth in this Agreement. Neither the
Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates
or of the proceeds of the sale of such Certificates, or for the use or application of any funds paid to the Depositor, the Master
Servicer, the Special Servicer or the Certificate Administrator (in the case of the Trustee only) in respect of the assignment
of the Mortgage Loans or deposited in or withdrawn from the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer, other than any
funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator
shall have responsibility for filing any financing or continuation statement in any public office at any time or to otherwise
perfect or maintain the


 






    	-325-



    	 



    

  


perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee,
the Trustee shall have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder
which includes as a component thereof the payment or distribution of interest for a stated period at a stated rate “to the
extent permitted by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such
payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual
knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect that
such payment is not permitted by applicable law.


 


Section 8.04     Trustee
and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the Trustee
or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or pledgee of Certificates,
and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights it would have if it were
not Trustee, the Certificate Administrator or such agent, as the case may be.


 


Section 8.05     Payment
of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)          As
compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance
of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator
shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each case
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the
Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them in
the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or
the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect
to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special
Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer,
the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would
have been entitled.


 


(b)          Each
of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such


 






    	-326-



    	 



    

  


expense, disbursement
or advance as may arise from its negligence, bad faith or willful misconduct; provided, however, that, subject to
Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate Administrator shall refuse
to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate Administrator Fee or
the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 


The Master Servicer and
the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made
by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer,
respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special
Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements
of its counsel and all other persons not regularly in its employ), except any such expenses as may arise from the negligence or
bad faith of the Trustee.


 


(c)          Each
of the Paying Agent, Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee,
the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trust, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates
and each of the directors, officers, managers, members, employees and agents of the Paying Agent, the Authenticating Agent, the
Trust, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each,
an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason
of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating Agent,
the Trustee, the Paying Agent, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each
of the Master Servicer and the Special Servicer and its Affiliates and each of the directors, officers, managers, members, employees
and agents of each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”),
and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain
in connection with this Agreement related to the Trustee’s, Authenticating Agent, the Paying Agent’s, the Certificate
Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct, bad faith, fraud
and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective
obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian,
the Certificate Administrator and the Trustee shall indemnify the Depositor, any employee, manager, member, agent, director or
officer of the Depositor, and the Trust Fund and hold the Depositor, any employee, manager, member, agent, director or officer
of the Depositor, and the Trust Fund harmless against any loss, liability or reasonable expense (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud
or negligence in the performance of duties of the Authenticating


 






    	-327-



    	 



    

  


Agent, the Paying Agent, the Certificate Registrar, the Custodian,
the Certificate Administrator or the Trustee, as the case may be, or by reason of negligent disregard of the Authenticating Agent,
the Paying Agent’s, the Certificate Registrar’s, the Custodian’s, the Certificate Administrator’s or the
Trustee’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Authenticating Agent,
the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, of
any of its representations or warranties contained in Section 2.07 or Section 2.08, as applicable.


 


(d)          The
Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain (including, without limitation, reasonable fees and disbursements of counsel and of all persons
not regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust Fund and the Indemnified
Party or between the Indemnified Party and any third party or otherwise) in connection with this Agreement or arising in respect
of this Agreement, the Mortgage Loans or the Certificates, in each case to the extent and only to the extent, such payments are
expressly reimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from
the negligence, fraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified
Party and (ii) except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified
Party is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include
any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or certificate
administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated as
of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’
fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection
with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement, including, without limitation,
under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and Section
7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior
to the rights of all Certificateholders.


 


(e)          Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation
or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to such resignation
or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal or termination
of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Custodian.


 


(f)          This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.


 






    	-328-



    	 



    

  


Section 8.06     Eligibility
Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times:


 





(i)        
be a corporation or association organized and doing business under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement;


 


(ii)         have
a combined capital and surplus of at least $50,000,000;


 


(iii)        in
the case of the Certificate Administrator, (a) have a rating on its unsecured long term debt of at least “A2” by Moody’s,
and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” Moody’s, and (b) have a rating on its unsecured
short-term debt of at least “P-1” by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “P-1”
by Moody’s, or have such other rating(s) with respect to which the Rating Agencies have provided a Rating Agency Confirmation;


 


(iv)        in
the case of the Trustee, (a) have a rating on its unsecured long term debt of at least “A2” by Moody’s, “A”
by DBRS (or if not rated by DBRS, the equivalent by 2 other Rating Agencies) and, if rated by KBRA, a rating by KBRA at least equivalent
to “A2” Moody’s (provided that the Trustee may maintain a long-term unsecured debt rating of at least “Baa2”
by Moody’s, “A(low)” by DBRS and, if rated by KBRA, a rating by KBRA at least equivalent to “Baa2”
by Moody’s if the Master Servicer maintains a rating of at least “A2” by Moody’s, “A” by DBRS
and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Moody’s), and (b) have a rating on its
unsecured short-term debt of at least “P-1” by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent
to “P-1” by Moody’s and “R-1(low)” by DBRS (or if not rated by DBRS, the equivalent by 2 other Rating
Agencies) (provided that the Trustee may maintain a short term unsecured debt rating of at least “P-2” by Moody’s
if the Master Servicer maintains a short term debt rating of “P-1” by Moody’s), or have such other rating(s)
with respect to which the Rating Agencies have provided a Rating Agency Confirmation;


 


(v)         be
subject to supervision or examination by federal or state authority; and


 


(vi)        in
the case of the Trustee, shall not be an Affiliate of the Master Servicer (except during any period when the Trustee has assumed
the duties of the Master Servicer pursuant to Section 7.02).


 


If a corporation or association
publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business from
which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction
that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under
the REMIC Provisions) the Trustee or the Certificate


 






    	-329-



    	 



    

  


Administrator, 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 from its own funds and continue as Trustee
or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not
impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with
the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner
and with the effect specified in Section 8.07.


 


Section 8.07     Resignation
and Removal of the Trustee or the Certificate Administrator. Either the Trustee or the Certificate Administrator may at any
time resign and be discharged from the trusts hereby created by giving 30 days written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator (as applicable), the Trustee (as applicable), the Operating Advisor,
the Certificate Holders, the Companion Loan Holders and, subject to Section 11.13 of this Agreement, each Rating Agency.
Following such 30 day notice of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate
Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning
Trustee or Certificate Administrator, as applicable, and the successor Trustee or Certificate Administrator, as applicable. If
no successor Trustee or Certificate Administrator, as applicable, shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may
petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable.
The Trustee or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto
and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans
by reason of change in Trustee).


 






    	-330-



    	 



    

  


If at any time either
the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any time either the Trustee
or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as
applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, which
shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee or Certificate
Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights of all of the Certificates
may at any time upon 30 days written notice remove the Trustee or the Certificate Administrator and appoint a successor Trustee
or the Certificate Administrator, as applicable, by written instrument or instruments, in five originals, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete
set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate Administrator),
one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee
or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee or Certificate Administrator,
as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders.


 


In the event that the
Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations
under this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations
that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses, indemnities and
other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to
periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment
of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator,
as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with
its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, is terminated without
cause by the holders of Certificates evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates
as provided in the immediately preceding paragraph, then such holders will be required to pay all the reasonable costs and expenses
(including, but not limited to, reasonable attorney’s fees and expenses) of the Trustee or Certificate Administrator, as
applicable, necessary to effect the transfer of the rights and obligations of the Trustee or Certificate Administrator, as applicable,
to a successor Trustee or Certificate Administrator.


 


Any resignation or removal
of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable,
pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the
successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08.


 






    	-331-



    	 



    

  


Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee,
the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure
that prior to consummation of such action or as part of its transfer of duties to any successor (to the extent such Loan Document
was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, 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 2015-GS1” or in blank and further showing
a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or,
alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and
(B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without
cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items
(A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s
possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall,
if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense
of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative,
and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.


 


Section 8.08     Successor
Trustee or Successor Certificate Administrator.


 


(a)          Any
successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,
as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate
Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator,
as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect
to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver
to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable,
shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and
obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under
the provisions of Section 8.06.


 






    	-332-



    	 



    

 





Upon acceptance of appointment
by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall
mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee
or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.


 


(b)          Any
successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


 


Section 8.09     Merger
or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate Administrator
may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as applicable,
shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as
applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such entity
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.


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any
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 Depositor 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 (at the expense of the Trustee) 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 Fund, or any part thereof and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the
Depositor shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities, obligations and liabilities hereunder. 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.


 


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 (it being understood that such separate trustee or co-trustee is not authorized to act separately without
the Trustee joining in such act), except to the extent that


 






    	-333-



    	 



    

  


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 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 Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee
or co-trustee solely at the direction of the Trustee.


 


The Depositor and the
Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate
trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate
trustee or co-trustee.


 


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. Every such instrument shall be filed with the Trustee. 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. In no event shall any such separate trustee or co-trustee be entitled to any provision relating
to the conduct of, affecting the liability of, or affording protection to, such separate trustee or co-trustee that imposes a standard
of conduct less stringent than that imposed on the Trustee hereunder, affording greater protection than that afforded to the Trustee
hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.


 


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.


 


Section 8.11     Access
to Certain Information.


 


(a)          The
Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling
Class Representative) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans or the other
assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only
upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


(b)          The
Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal business
hours, shall make available, or cause to be made available) for review by any Privileged Person originals and/or copies of the


 






    	-334-



    	 



    

  


following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format):


 


(i)          the
Prospectus and the Prospectus Supplement;


 


(ii)         this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreements and any amendments and exhibits hereto or thereto;


 


(iii)        all
Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;


 


(iv)        all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)         the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section
10.08 of this Agreement;


 


(vi)        the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;


 


(vii)       the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


 


(viii)      any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth in clauses (i)
and (ii) thereof was satisfied;


 


(ix)        the
Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Whole Loans) entered into or consented to by the Master Servicer, the Special Servicer, an Other Master Servicer or an Other Special
Servicer and delivered to the Certificate Administrator pursuant to Section 3.24 of this Agreement;


 


(x)         the
summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this
Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 






    	-335-



    	 



    

  


(xi)        any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xii)        notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee, an Other Master Servicer, an Other Special Servicer or an Other Trustee (and appointments of successors thereto);


 


(xiii)      all
Special Notices;


 


(xiv)      any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


 


(xv)       any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence.


 


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 


Section 8.12     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
Patriot Act Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer 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 Servicer or the Master Servicer, as applicable. Accordingly, each
of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the 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, the Special Servicer and the Master
Servicer to comply with Applicable Patriot Act Laws.


 


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section 9.01     Termination;
Optional Mortgage Loan Purchase.


 


(a)          The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain


 






    	-336-



    	 



    

  


notices to Certificateholders as hereinafter
set forth and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to subsection (c), (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to subsection (h) and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan
or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date hereof. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or the Special
Servicer, as applicable promptly following receipt thereof.


 


(b)          In
connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall be terminated
and the assets of the Trust Fund with respect to the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith,
pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions
contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring that the assets
of the Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution Date occurring
not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b),
the Notice of Termination given pursuant to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation
as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income
tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs or the Trust Fund, the Certificate Administrator
shall be responsible for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with
such termination, and shall maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for
which it maintains its own tax returns or other reasonable period.


 


(c)          The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if neither such Holders nor the Special Servicer nor the Master Servicer does, any Holders of the Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may) effect an early termination of the Trust Fund, upon not less than 30
days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer and Master Servicer
(whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or after the Early Termination Notice Date
specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and
in the case of the Serviced Whole Loans, subject to certain rights of the related Companion Loan Holder provided for in the related
Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the Trust Fund (or, with respect to each Non-Serviced
Mortgage Loan, by the trust created under the applicable Other Pooling and Servicing Agreement) in respect of any Mortgage


 






    	-337-



    	 



    

  


Loan,
at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive
of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any,
included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special
Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by such party,
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such
Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as the case may be, in connection with such purchase).


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders do not,
the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor
the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also) effect such termination as provided in the prior paragraph if such party first notifies the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notifies the Certificate Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder
and the Master Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs
and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase
rights hereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to this subsection (c).


 


(d)          If
the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01, the
Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably
anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution will
be made (i) to the Holders of outstanding Regular Certificates, and to the Trustee in respect of the Lower-Tier Regular Interests,
notwithstanding that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate Principal
Amount of each such Certificate or Lower-Tier Regular Interest, as the case may be, together with amounts required to be distributed
on such Distribution Date pursuant to Section 4.01 of this Agreement or (ii) if no Regular Certificates are then outstanding,
to the Holders of the Class R Certificates of any amount remaining in the Collection Account, the Lower-Tier Distribution Account,
the Upper-Tier Distribution Account or the Excess Liquidation Proceeds Reserve Account, in either case, following the later to
occur of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund or (b) the liquidation
or disposition pursuant to Section 3.17 of this Agreement of the last asset held by the Trust Fund.


 






    	-338-



    	 



    

  


(e)          Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to affected
Certificateholders with a copy to the Master Servicer, the Special Servicer and, subject to Section 11.13 of this Agreement,
each Rating Agency at their addresses shown in the Certificate Register as soon as practicable after the Certificate Administrator
shall have received, given or been deemed to have received a Notice of Termination but in any event not more than thirty days,
and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected
Certificateholders shall:


 


(i)          specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)         specify
the amount of any such final distribution, if known; and


 


(iii)        state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If the Trust Fund is
not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof
to each affected Certificateholder.


 


(f)           Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall, subject to applicable law, pay to the Holders of Class R Certificates all amounts distributable to the
Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01.


 


(g)          For
purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust Fund pursuant
to subsection (h), and then the Holders of the Controlling Class, and then the Special Servicer, and then the Master Servicer,
and then the Holder of the Class R Certificates, in each of the last four cases, pursuant to subsection (c).


 






    	-339-



    	 



    

  


(h)          Following
the date on which the Class X-A Notional Amount, Class X-B Notional Amount, the Class X-D Notional Amount and the aggregate Certificate
Principal Amount of the Class A-1, Class A-2, Class A-3, Class A-AB and Class D Certificates and the Class PEZ Regular Interests
are reduced to zero, the Remaining Certificateholder shall have the right to exchange all of the Certificates (including any outstanding
Class X Certificates) (but excluding the Class R Certificates) for all of the Mortgage Loans (and if each Non-Serviced Mortgage
Loan is no longer a “Mortgage Loan” due to the fact that the related Mortgaged Property has been foreclosed upon under
the applicable Other Pooling and Servicing Agreement, the related REO Mortgage Loan) and the Trust’s interest in each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice to all the
parties hereto no later than 60 days prior to the anticipated date of exchange; provided that such Remaining Certificateholder
shall pay the Master Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Principal
Amount of the then-outstanding Sequential Pay Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In
the event that the Remaining Certificateholder elects to exchange all of the Certificates (other than the Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such
Remaining Certificateholder, not later than the Termination Date, 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 Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn
from the Collection Account, but only to the extent that such amounts are not already on deposit in the Collection Account. Upon
confirmation that such final deposits have been made and following the surrender of all remaining Certificates (other than the
Class R Certificates) by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a Request
for Release from the Master Servicer, release or cause to be released to the Remaining Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Remaining Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties
remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01. Thereafter, the
Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of certain payments
to Certificateholders and Companion Loan Holders, sending of certain notices, preparing and filing tax returns and maintenance
of books and records), shall terminate. Such transfers shall be subject to any rights of any Sub-Servicers to service (or to perform
select servicing functions with respect to) the Mortgage Loans. For federal income tax purposes, the Remaining Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Principal
Amount of its remaining Certificates (other than the Class R Certificates), plus accrued and unpaid interest with respect thereto,
and the Certificate Administrator shall credit such amounts against amounts distributed in respect of the Lower-Tier Regular Interests
and such Certificates. The remaining Mortgage Loans and REO Properties are deemed distributed to the Remaining Certificateholder
in liquidation of the Trust Fund pursuant to this Section 9.01.


 






    	-340-



    	 



    

  


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of this Agreement
is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules
and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery
of information or other performance under these provisions other than in good faith, or for purposes other than compliance with
the Securities Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions
on the basis of such evolving interpretations of Regulation AB. In connection with the GS Mortgage Securities Trust 2015-GS1,
Commercial Mortgage Pass-Through Certificates, Series 2015-GS1, and any Serviced Companion Loan Securities, each of the parties
to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, any Other Depositor and any Other
Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its
assignees or designees), any and all statements, reports, certifications, records and any other information in its possession
or reasonably available to it and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator,
any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor,
as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee, as applicable, and
any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or any Other Depositor, as applicable,
to be necessary in order to effect such compliance.


 


(a)          Succession;
Subcontractors Reasonableness. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act (in addition to any requirements contained in Section 10.06 of this Agreement) in connection with the
succession to the Master Servicer, the Special Servicer or any Sub-Servicer as servicer or Sub-Servicer (to the extent such Sub-Servicer
is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which
the Master Servicer, the Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as
a successor to the Master Servicer, the Special Servicer or any such Sub-Servicer, the Master Servicer (other than if pursuant
to an appointment under Section 7.01 or Section 7.02 of this Agreement) or the Special Servicer, as applicable, shall
provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, at least five (5)
Business Days prior to the effective date of such succession or appointment as long as such disclosure prior to such effective
date would not be violative of any applicable law or confidentiality agreement, and otherwise no later than one (1) Business Day
after such effective date of succession, (x) written notice to the Depositor and each such Other Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and each such Other Depositor,
all information relating to such successor


 






    	-341-



    	 



    

  


servicer reasonably requested by the Depositor or any such Other Depositor in order
to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


 


(b)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the
Master Servicer, the Special Servicer, the Sub-Servicer, the Custodian and the Certificate Administrator (each of the Master Servicer,
the Special Servicer, the Custodian and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 10.01(b)
and Section 10.01(c), a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain
of its obligations hereunder. Such Servicer shall promptly upon request provide to the Depositor, as well as any Other Depositor
as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory to the Depositor
and each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized
by such Servicer during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements
of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicer shall
cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer for the benefit of the Depositor
to comply with the provisions of Section 10.08 and Section 10.09 of this Agreement to the same extent as if such
Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer
set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and deliver to the applicable
Persons any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 10.08 and Section 10.09 of this Agreement, in each case, as and when required to be delivered.


 


(c)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor 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 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, and the engagement of such Sub-Servicer shall not be effective
unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which
the applicable Companion Loan is affected, of any such Sub-Servicer and Sub-Servicing Agreement. No Sub-Servicing Agreement (other
than such agreements set forth on Exhibit S hereto) shall be effective until at least five (5) Business Days after such
written notice is received by the Depositor, the Certificate Administrator and each such Other Depositor. Such notice shall contain
all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as
any Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely report the
event under Item 6.02 of Form 8-K pursuant to Section 10.06 of this Agreement (if such reports under the Exchange Act are
required to be filed under the Exchange Act)


 






    	-342-



    	 



    

  


(d)          For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or
Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor at
least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative
of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.06 of this
Agreement) and shall furnish pursuant to Section 10.06 of this Agreement to the Depositor and each Other Depositor in writing
and in form and substance reasonably satisfactory to the Depositor and each Other Depositor all information reasonably necessary
for the Certificate Administrator and Trustee and each Other Exchange Act Reporting Party to accurately and timely report, the
event under Item 6.02 of Form 8-K pursuant to Section 10.06 of this Agreement (if such reports under the Exchange Act are
required to be filed under the Exchange Act).


 


Section 10.02     Filing
Obligations.


 


(a)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of
a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing
Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the
satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant
to Section 10.03, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution
by the Depositor any Forms 10-D, 10-K and 8-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 and Retrieval System) such Forms executed
by the Depositor.


 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or
Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, 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 shall promptly as soon
as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business
Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor
or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D and 10-K, the Depositor and the Certificate Administrator
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, 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 or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof,
and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D needs to be amended, the


 






    	-343-



    	 



    

  


 Certificate Administrator
shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary
Form 10-D/A. Any 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
10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate
Administrator shall have no 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 any such 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 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 10.03    Form
10-D Filings.


 


(a)          Within
15 calendar 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 then required by the Exchange Act, in form and substance as then 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; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information
relating to the ratings of the Certificates and the identity of the Rating Agencies. 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, (i) be reported by the parties set forth on Exhibit U to this Agreement to the Depositor, the
Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure
is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other 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
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after
the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on
the third Business Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U
to this Agreement, shall be required to provide to the Certificate Administrator via email to cts.sec.notifications@wellsfargo.com,
the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-D Disclosure
is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge
thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known
by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department of such party)
in EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed
upon by the Certificate Administrator, the Depositor and each such Other Exchange Act Reporting


 






    	-344-



    	 



    

  


Party, each such Other Depositor
and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit
U to this Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each
Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to
cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received,
include, an Additional Disclosure Notification in the form attached as Exhibit W to this Agreement 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. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit U to this Agreement 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 fees assessed or expenses
incurred by the 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 with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of 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(a) of this Agreement, (ii) a reference to the
most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor,
which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G
filed by each Mortgage Loan Seller and the Commission’s assigned “Central Index Key” for each such filer, which
information each Mortgage Loan Seller is required to deliver to the Certificate Administrator pursuant to Section 6(i) of the applicable
Loan Purchase Agreement.


 


(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. Within two (2) Business Days after receipt of such copy, but no later than the 9th calendar day after the related
Distribution Date or, if the 9th calendar day after the related Distribution Date is not a Business Day, the immediately
preceding Business Day, 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. Within two (2) Business Days after receipt of such copy, but no later than two
(2) Business Days prior to the 15th calendar day after the related Distribution Date, an 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. Upon receipt of such signed Form 10-D (in electronic form or by fax copy),
the Certificate Administrator shall deem such report to be approved by the Depositor and shall proceed with filing such report
with the Commission. 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 10.02(b) of this Agreement. 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 prepared
and 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-


 






    	-345-



    	 



    

  


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 10.03 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 10.03. The Certificate Administrator
shall have no 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 because required disclosure information was
either not delivered to the Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines
set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          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 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 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each
item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor
that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator no later
than the day on which the Depositor provided its signature for such filing pursuant to Section 10.03(b) of this Agreement.


 


Section 10.04     Form
10-K Filings. (a) Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year
of 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 within 90 days after December 31, 2015, the Certificate Administrator shall prepare and
file on behalf of the Trust any Form 10-K then required by the Exchange Act, in form and substance as then 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 (in the form required by this Agreement) within the applicable time frames set forth in this Agreement:


 


(i)          an
annual compliance statement for each certifying Person and each Additional Servicer engaged by each certifying Person or the Special
Servicer, as described under Section 10.07; provided that the related signature pages may be delivered separately from such
compliance statement,


 


(ii)          (A)
the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section
10.08, and


 


(B)          if
any such report on assessment of compliance with Servicing Criteria described under Section 10.08 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 10.08 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,


 






    	-346-



    	 



    

  


(iii)         (A)
the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.09,
and


 


(B)          if
any registered public accounting firm attestation report described under Section 10.09 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 to this Agreement as Exhibit X, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization; provided that the related signature
pages may be delivered separately.


 


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 (i) reported by the parties set forth on Exhibit V to this Agreement to the
Depositor and the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act Reporting purposes and (ii) approved by the Depositor and such Other 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.


 


Not later than the end
of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage
Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such party, if any,
during such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate
Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide
to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and
address of any new party to this Agreement.


 


For so long as the
Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1,
commencing in March 2016, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i)
with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use
commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other
Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to provide) to the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and Other
Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the
extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information
required by Item 1117 of


 






    	-347-



    	 



    

  


Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or
Responsible Officer, as the case may be or any lawyer in the in-house legal department of such party), in EDGAR-compatible
format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and such
providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this
Agreement applicable to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such
Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each
Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and
Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an
Additional Disclosure Notification in the form attached as Exhibit W to this Agreement, 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. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit V to this Agreement 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 fees
assessed and expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.


 


After preparing a Form
10-K, the Certificate Administrator shall forward electronically a preliminary copy of the Form 10-K to the Depositor for review
no later than March 15 in the year immediately following the year as to which such Form 10-K relates, or, if March 15 is not a
Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such copy, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval to such
preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K to the Depositor for review no later than
March 21 in the year immediately following the year as to which such Form 10-K relates, or if March 21 is not a Business Day, on
the immediately following Business Day. Within three (3) Business Days after receipt of such complete Form 10-K, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval to such
complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third Business Day prior to the 10-K Filing Deadline, a
senior officer of 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. Upon receipt of such signed Form 10-K
(in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by the Depositor and shall
proceed with filing such report with the Commission. 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 will follow the procedures set forth in Section 10.02(b). Promptly after
filing with the Commission, the Certificate Administrator will make available on the Certificate Administrator’s Website
a final executed copy of each Form 10-K prepared and 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:


 






    	-348-



    	 



    

  


joe.osborne@gs.com. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 10.04 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 10.04. 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 such Form 10-K, where such failure
results because required disclosure information was either not delivered to the Certificate Administrator or delivered to the Certificate
Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful
misconduct.


 


(b)          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 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 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K, to check “yes” for each
item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor
that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator no later
than the day on which the Depositor provided its signature for such filing pursuant to Section 10.04(a) of this Agreement.


 


Section 10.05     Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached to this Agreement as
Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act. The Certificate Administrator, the Master
Servicer, the Special Servicer, the Custodian and the Operating Advisor shall provide (and (i) with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other
than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sarbanes-Oxley
Certification (the “Certifying Person”) no later than March 15 in the year following the year as to which such
Form 10-K relates or, if March 15 is not a Business Day, on the immediately following Business Day, a certification in the form
attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3 and Exhibit Y-4, as applicable,
on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. With respect to each Non-Serviced Mortgage Loan serviced under an Other Pooling and Servicing Agreement, upon request by
the Depositor, the Certificate Administrator will use commercially reasonable efforts to procure a Sarbanes-Oxley back-up certification
similar in form and substance to the applicable certification from the Other Master Servicer, the Other Special Servicer, the
Other Paying Agent and the Other Trustee. 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 10.05 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.


 






    	-349-



    	 



    

  


Section 10.06      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, 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”) that is approved by the
Depositor shall, pursuant to the following paragraph, be reported by the applicable parties set forth on Exhibit Z to this
Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which
such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, 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.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer
or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which
shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house
legal department of such party), within one (1) Business Day after the occurrence of a Reportable Event (using commercially reasonable
efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a Reportable
Event, (i) the parties set forth on Exhibit Z to this Agreement shall be required to provide (and (i) with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such
party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Depositor, the
Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure
Information is relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party
in such format) or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, each such Other
Depositor, each such Other Exchange Act Reporting Party and such providing parties any Form 8-K Disclosure Information described
on Exhibit Z to this Agreement as applicable to such party, if applicable (ii) the parties listed on Exhibit Z to
this Agreement shall include with such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer
(or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached hereto as Exhibit W, 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. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V of their duties
under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will
be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection with including
any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.


 






    	-350-



    	 



    

  


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
1:00 p.m. (New York City time) on the third Business Day after the Reportable Event (but in no event earlier than 24 hours after
having received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph). Promptly, but no later
than the close of business on the third 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 on the fourth
Business Day after the Reportable Event, a duly authorized representative 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 10.02(b) of this Agreement. 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, to the extent such
Form 8-K has been prepared and 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 10.06 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 10.06. 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 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.


 


In the case of a Form
8-K that is filed by or on behalf of the Trust as a result of the termination, removal, resignation or any other replacement of
the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the proposed successor
Master Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, shall, as a condition to such succession
and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination,
removal, resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor
on or before the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure
information) required for the Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02
of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information
that are substantially similar to those delivered by the initial Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Prospectus Supplement and/or any other disclosure materials relating to this Trust.


 


Section 10.07     Annual
Compliance Statements. The Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall furnish
(and the Master


 






    	-351-



    	 



    

 





Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional
Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional
Servicer to furnish, and (ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement),
shall cause such Additional Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer
and the Certificate Administrator, a “Certifying Servicer”) to the Certificate Administrator, the Serviced
Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate
furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the
Depositor on or before March 15 of each year, commencing in March 2016, an Officer’s Certificate stating, as to the signer
thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof
and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing Agreement 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. The Master Servicer
and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional
Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional
Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly
after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an
Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s
Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such
Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer,
as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment
of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement.
The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan
or Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time
such Officer’s Certificate is required to be delivered. With respect to any reporting period, if any party required to provide
an Officer’s Certificate pursuant to this Section is the same entity as any other party required to provide such an Officer’s
Certificate, then such parties may satisfy their obligations under this Section by providing a single Officer’s Certificate
with respect to such reporting period that otherwise complies with the requirements under this Section.


 


With respect to any Non-Serviced
Mortgage Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, from an Other Master Servicer, Other Special Servicer, Other


 






    	-352-



    	 



    

  


Trustee, Other Paying Agent
or Other Certificate Administrator an Officer’s Certificate in form and substance similar to the Officer’s Certificate
described in this Section or such other form as is set forth in the applicable Other Pooling and Servicing Agreement. The Certificate
Administrator shall notify the Depositor if such Officer’s Certificate has been requested from an Other Master Servicer,
Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within
3 Business Days.


 


With respect to the Element
LA Whole Loan, from and after the Element LA Companion Loan Securitization Date, in the event of a proposed replacement of the
related Other Special Servicer, the Certificate Administrator shall use commercially reasonable efforts to prepare and file on
behalf of the Trust a Form 8-K relating to such replacement that complies with the Exchange Act on the same day that a Form 8-K
relating to such replacement is filed on behalf of the related Other Securitization Trust; provided that the Depositor and a Responsible
Officer of the Certificate Administrator has received notice of such proposed replacement (including any disclosure or other information
required to be included in such Form 8-K as well as the requirement and timing for filing such 8-K) at least 5 Business Days prior
to such filing date.


 


Section 10.08     Annual
Reports on Assessment of Compliance with Servicing Criteria.


 


(a)          On
or before March 15 of each year commencing in March 2016, the Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator and the Operating Advisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable,
(i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish)
(each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and any Servicing
Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee,
the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party), the Custodian, the Operating Advisor (only in the case
of a report furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event)
and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria 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 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 10.04 of this Agreement, 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. Copies of all compliance
reports delivered pursuant


 






    	-353-



    	 



    

  


to this Section 10.08 shall be provided to any Certificateholder, upon the written request thereof,
by the Certificate Administrator.


 


Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit
O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor
and each Other 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, 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 O
to this Agreement and notify the Depositor of any exceptions.


 


(b)          On
the Closing Date, the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Operating Advisor
each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria for such party.


 


(c)          No
later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator and the Operating Advisor shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting
Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator
shall notify the Depositor and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during
such fiscal year, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.08(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.09 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year for the
Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)          In
the event the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Operating Advisor is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing
Function Participant is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing
Function Participant of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator
shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement,
cause such Servicing Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller
Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment
of compliance pursuant to this Section 10.08, coupled with an attestation as required in Section 10.09 of this Agreement
with respect to the period of time that the Master Servicer or the Special Servicer was subject to this Agreement or the period
of time that the applicable Servicing Function Participant was subject to such other servicing agreement.


 






    	-354-



    	 



    

  


With respect to any Non-Serviced
Mortgage Loan serviced under the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation
as described in Section 10.09 from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or
Other Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in
this Section 10.08 and the attestation described in Section 10.09. The Certificate Administrator shall notify the
Depositor if such annual report on assessment of compliance has been requested from an Other Master Servicer, Other Special Servicer,
Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within 3 Business Days.


 


(e)          With
respect to any reporting period, if any party required to provide an assessment of compliance pursuant to this Section is the same
entity as any other party required to provide such an assessment of compliance, then such parties may satisfy their obligations
under this Section by providing a single assessment of compliance with respect to such reporting period that otherwise complies
with the requirements under this Section.


 


Section 10.09     Annual
Independent Public Accountants’ Servicing Report. On or before March 15 of each year, commencing in March 2016, the
Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Operating Advisor, each at its own
expense, shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to
this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also
render other services to the Master Servicer, the Special Servicer, 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 Certificate Administrator, the Companion Loan Holders (or, in the case
of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting
Party), the Custodian, the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer and after
the occurrence and during the continuance of a Control Termination Event) and the Depositor and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement,
each Rating Agency, 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
and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued
or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s
compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it is not expressing an overall
opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria. In the event
that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable
to express such an opinion. Each 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


 






    	-355-



    	 



    

  


report must be available for general use and
not contain restricted use language. Copies of such statement will be provided to any Certificateholder, upon the written request
thereof, by the Certificate Administrator.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Operating Advisor as to the
nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating
Advisor or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans or the Companion Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s, the Custodian’s, the Operating Advisor’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 relates to an assessment
of compliance meeting the requirements of Section 10.08 of this Agreement and notify the Depositor of any exceptions.


 


With respect to any reporting
period, if any party required to provide a report pursuant to this Section is the same entity as any other party required to provide
such a report, then such parties may satisfy their obligations under this Section by providing a single report with respect to
such reporting period that otherwise complies with the requirements under this Section.


 


Section 10.10     Significant
Obligors.


 


It is hereby acknowledged
that the Mortgaged Property related to the 590 Madison Avenue Mortgage Loan is a Significant Obligor, and, accordingly, Item 6
of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income from such Mortgaged Property,
as required by Item 1112(b)(1) of Regulation AB, (a) on each Form 10-D to be filed on behalf of the Trust with respect to a Distribution
Date immediately following the date in which each financial statement or other financial information (to the extent such financial
information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under
the related Loan Documents (which, for the avoidance of doubt, is 45 calendar days following the end of each fiscal quarter (including
year-end) or 90 calendar days following the end of each fiscal year as set forth in Sections 5.12 and 5.13 of the related loan
agreement) or on each Form 10-K filed with respect to the Trust, as applicable. After receipt of the updated net operating income
information, the Master Servicer shall update the following columns of the CREFC® Loan Periodic Update File for (i) the next
applicable Distribution Date if the Master Servicer 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 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.


 






    	-356-



    	 



    

  


With respect to any Mortgaged
Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the Master Servicer in writing
is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
Trust that includes such Serviced Companion Loan, the Master Servicer shall, after receipt of updated net operating income information,
(x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Exchange
Act Reporting Party of such Other Securitization Trust and (y) update the following columns of the CREFC® Loan Periodic Update
File related to such “significant obligor” for (i) the next applicable Distribution Date if the Master Servicer 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 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
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, of such “significant obligor” within ten Business Days after the date such financial information is required
to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to
such Other Securitization Trust that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement
to require any related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer 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 of the related Mortgagor under the related Loan Documents.


 


The Master Servicer shall
(and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each
instance in which it (or a Sub-Servicer) attempts to contact the Mortgagor related to such “significant obligor” to
obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form
10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization Trust, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related
to such Other Securitization Trust. This Officer’s Certificate should be addressed to the certificate administrator at its
corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 10.11     Indemnification.
Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall indemnify and hold harmless
each Certification Party, the Depositor, each Other Depositor and any employee, manager, member, agent, director or officer of
the Depositor or any Other Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments and other costs and expenses incurred by such indemnified party arising out of (i) an actual
breach by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, of its
obligations under this Article X, (ii) negligence, bad faith or willful


 






    	-357-



    	 



    

  


misconduct on the part of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, in the performance of such obligations, or
(iii) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party, and will reimburse such
indemnified party for any reasonable out-of-pocket legal or other expenses incurred by such indemnified party in connection with
investigating or defending any such action or claim.


 


The Master Servicer,
the Special Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not
a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Mortgage Loan
Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify and hold
harmless each Certification Party, the Depositor, each Other Depositor and any employee, manager, member, agent, director or officer
of the Depositor or any Other Depositor from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such indemnified party arising
out of (i) a breach of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance
reports or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement or (ii) negligence, bad
faith or willful misconduct its part in the performance of such obligations, (iii) any failure by such Servicer (as defined in
Section 10.01(b)) to identify a Servicing Function Participant pursuant to Section 10.01(c), or (iv) any Deficient
Exchange Act Deliverable regarding, and delivered by or on behalf of, such party, and will reimburse such indemnified party for
any reasonable out-of-pocket legal or other expenses incurred by such indemnified party in connection with investigating or defending
any such action or claim.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, the Depositor, any Other Depositor,
or any employee, manager, member, agent, director or officer of the Depositor or any Other Depositor, then the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant
(the “Performing Party”) shall contribute to the amount paid or payable to the indemnified party as a result
of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative
fault of the indemnified party on the one hand and such Performing Party on the other in connection with a breach of such Performing
Party’s obligations pursuant to Section 10.05, Section 10.07, Section 10.08 or Section 10.09
(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 Special Servicer and the Certificate Administrator
shall cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect
to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This
Section 10.11 shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer,
the Special Servicer or the Certificate Administrator.


  






    	-358-



    	 



    

  


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator 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 or Other Depositor, as applicable, as necessary for the Depositor or Other
Depositor, as applicable, 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 or any Other Depositor from the Commission regarding information (x) delivered by the Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant
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 party to prepare such information, which information is contained in a report filed by the Depositor or Other Depositor
under the Reporting Requirements and which comments are received subsequent to the Depositor’s or Other Depositor’s filing
of such report, the Depositor or Other 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 for inclusion in the Depositor’s or Other Depositor’s response to the Commission, unless such Affected
Reporting Party elects, with the consent of the Depositor or Other Depositor, as applicable (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission;
provided, 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 paragraph. If such election is made, the
applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission
in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or Other
Depositor informed of its progress with the Commission and copy the Depositor or Other Depositor on all correspondence with the
Commission and provide the Depositor or Other Depositor with the opportunity to participate (at the Depositor’s or Other
Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or Other 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 with respect to any comments from the Commission relating to such Affected
Reporting Party and to notify the Commission of such authorization. The Depositor (or Other Depositor) and the Affected Reporting
Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or
any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or Other Depositor, as the
case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or Other
Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission related thereto shall
be promptly paid by the applicable


 






    	-359-



    	 



    

  


Affected Reporting Party upon receipt of an itemized invoice from the Depositor or Other Depositor,
as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained
by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to
comply with, this paragraph) in the related sub-servicing or similar agreement.


 


Section 10.12      Amendments.
This Article X may be amended by the parties hereto pursuant to Section 11.07 of this Agreement for purposes of
complying with Regulation AB, the Securities Act or the Exchange Act and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without any
Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement.


 


Section 10.13     Regulation
AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor pursuant
to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this
Agreement, via fax 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 10.14     Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may
terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to comply
with any of its obligations under this Article X; provided that (a) such termination shall not be effective until
a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated
if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis any Form 8-K, Form 10-K
or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s
inability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction
or signature from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K or Form
10-D or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct,
or (ii) following the Certificate Administrator’s failure to comply with any of such obligations under this Article X
on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the
Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it
is terminated in accordance with this Section 10.14 and (c) the Certificate Administrator may not be terminated if the
Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file the related Form
8-K, Form 10-D or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then
the Depositor shall cease to have the right to terminate the Certificate


 






    	-360-



    	 



    

 










Administrator
under this Section 10.14 on the date on which such Form 8-K, Form 10-D or Form 10-K is so filed.


 


Section 10.15     Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in
this Agreement, the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice
if the Master Servicer or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this
Article X; provided that such termination shall not be effective until a successor master servicer or special
servicer, as applicable, shall have accepted the appointment.


 


Section 10.16    
Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement to which it is a party to entitle the Depositor
to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any
failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver
under Regulation AB or as otherwise contemplated by this Article X and (ii) promptly notify the Depositor following
any failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver
under Regulation AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise
the rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to
terminate a Sub-Servicing Agreement as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


 


Section 10.17     Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan.


 


(a)          Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines
for delivery set forth in this Article X, in connection with the requirements contained in this Article X that provide
for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting
Party of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such
items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange
Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days’ written
notice (or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply
with related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable,
has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtain verbal confirmation
of receipt of such written notice, in each case, in accordance with Section 11.04 of this Agreement and (ii) such
period shall not be less than 3 Business Days) (which shall only be required to be delivered once), setting forth the contact information
for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.07, Section 10.08
and Section 10.09 of this Agreement, (i) stating that such Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, and (ii) specifying in reasonable detail the


 






    	-361-



    	 



    

 


information
and other items not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange
Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single
written notice to such effect; provided further, that this notice requirement does not apply to any Companion Loan that is included
in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer,
Operating Advisor, Custodian, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Exchange
Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility
of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm in good faith with the
Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified
in this Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior
to providing any of the reports or other information required to be delivered under this Article X in connection therewith
and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article X with
respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver
such items; provided that no such confirmation will be required in connection with any delivery of the items contemplated
by Section 10.07, Section 10.08 and Section 10.09 of this Agreement. Such confirmation shall
be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written
statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the
appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require that such
Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other
parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)          Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior
written request given in accordance with the terms of Section 10.17(a) above, shall timely provide (to the extent the
reasonable cost thereof is paid or caused to be paid by the related Mortgage Loan Seller and subject to a right of the Master Servicer,
Special Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials),
to a holder of a related Companion Loan, such party’s description contained in the Prospectus Supplement (updated as appropriate
by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the
related Mortgage Loan Seller) for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)          The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written
request given in accordance with the terms of Section 10.17(a) above, shall each timely provide (to the extent the
reasonable cost thereof is paid or caused to be paid by the related Mortgage Loan Seller) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to the updated description referred in Section 10.17(b) with respect to such
party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Prospectus Supplement and/or any other disclosure


 






    	-362-



    	 



    




 


materials
relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, or their respective legal counsel, as the case may be). None of the Master Servicer, the Special Servicer, the
Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization of a Companion
Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)          Each of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior
written request given in accordance with the terms of Section 10.17(a) above, shall provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the applicable party set forth below in the second or third paragraph, as applicable,
of this Section 10.17(d)) to the Other Depositor and the Other Trustee under the Other Pooling and Servicing Agreement related
to any Other Securitization Trust the following: (i) any information (including, but not limited to, disclosure information) required
for such Other Securitization Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02
of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information
that are substantially similar to those delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Prospectus Supplement and/or any other disclosure materials relating to this Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization in connection with the closing of this Series 2015-GS1 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.17(d) shall be paid or caused to be paid by the applicable Mortgage Loan Seller that transferred
the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation or any other
replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the
reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this
Section 10.17(d) shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating
to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.18     Termination
of Exchange Act Filings with Respect to the Trust. 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 with
respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed with the Commission
to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such


 






    	-363-



    	 



    

 


form,
the obligations of the parties to this Agreement under Section 10.03, Section 10.04, Section 10.05, Section
10.06 and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate Administrator
shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after
the filing of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the Certificate
Administrator that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator
shall recommence preparing and filing reports on Forms 10-K, 10-D and 8-K with respect to the Trust as required pursuant to Section
10.03, Section 10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’ obligations
under this Article X shall recommence.


 


Article XI



MISCELLANEOUS PROVISIONS


 


Section 11.01     Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by fax transmission shall be as effective
as delivery of a manually executed original counterpart of this Agreement.


 


Section 11.02     Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, 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 Fund, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


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 Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of
an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


No Certificateholder
shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement
or with respect to the Certificates, any Mortgage Loan or Serviced Whole Loan, unless such Holder previously shall have given to
the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of
at least 25% of the Voting Rights of any Class of Certificates affected thereby (considering each of the Class A-S, Class B
and Class C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class”
for such purpose) shall have made written request upon the Trustee (with a copy to the Certificate Administrator) to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the


 






    	-364-



    	 



    

 


Trustee,
for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee on behalf of the Trust, that no one or more Holders of Certificates of any Class shall
have any right in any manner whatever 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, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided
and for the equal, ratable and common benefit of all Holders of Certificates of such Class. For the protection and enforcement
of the provisions of this Section, each and every Certificateholder and the Trustee on behalf of the Trust shall be entitled to
such relief as can be given either at law or in equity.


 


Section 11.03     Governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF
THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 11.04   
Notices. Unless otherwise specifically provided in this Agreement, 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 mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator
which shall be deemed to have been duly given only when received) or only with respect to any addressee of any party to which
an electronic email address is set forth below, sent by electronic mail containing language requesting the recipient to confirm
receipt thereof, to: (i) 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 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,
and with respect to e-mail pursuant to Section 11.06 and Section 11.13 of this Agreement, at gs-cmbs17g5surveillance@gs.com;
(ii) in the case of an Authorized Representative of the Depositor, the email address listed on Exhibit Q to this
Agreement, and with respect to any successor authorized representative, the email address identified by the Depositor in a writing
delivered to the Master Servicer, the Special Servicer, the Custodian, the Operating Advisor, the Certificate Administrator and
the Trustee; (iii) 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:
(913) 253-9001 and with respect to e-mail pursuant to Section 11.06 and Section 11.13 of this Agreement, at NoticeAdmin@midlandls.com
 and with respect to notices and emails relating to Section 4.02 of this Agreement, at NoticeAdmin@midlandls.com;
(iv) in the case of the Certificate Administrator for certificate transfer purposes, Wells Fargo Bank, National Association,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113,


 






    	-365-



    	 



    

 


Attention:
Corporate Trust Services – GS 2015-GS1, and for all other purposes, Wells Fargo Bank, National Association, 9062 Old Annapolis
Road, Columbia, Maryland 21045, Attention: CMBS – GS 2015-GS1, e-mail: cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com,
and with respect to email pursuant to Section 11.06 and Section 11.13 of this Agreement, at cts.sec.notifications@wellsfargo.com,
and with respect to any notice or delivery of information under Article XI of this Agreement, by email to cts.sec.notifications@wellsfargo.com
and with respect to the delivery of any Excluded Information as provided in Section 4.02 to cmbsexcludedloan@wellsfargo.com;
(v)  in the case of the Special Servicer, Wells Fargo Bank, National Association, Commercial Mortgage Special Servicing,
MAC D1086, 550 South Tryon Street, Charlotte, North Carolina 28202, Attention: GSMC 2015-GS1 Special Servicing - Daniel Marthinsen,
fax number: (704) 715-0036, with a copy to Wells Fargo Bank, National Association, Legal Department, 301 South College Street,
TW-30, D1053-300, Charlotte, North Carolina 28202-6000, Attention: Commercial Mortgage Servicing Legal Support, fax number: (704)
383-3663, with a copy to K&L Gates LLP, Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28202, Attention:
Stacy G. Ackermann, fax number: (704) 353-3190, and with respect to e-mail pursuant to Section 11.06 and Section 11.13
of this Agreement, at RAInvRequest@wellsfargo.com and with respect to notices and emails relating to Section 4.02
of this Agreement, at REAM_InvestorRelations@wellsfargo.com; (vi) in the case of the Trustee, Wilmington Trust, National Association,
1100 North Market Street, Wilmington, Delaware, 19890, Attention: Account Name – GSMS 2015-GS1, Facsimile number: (302)
636-4140; Email: cmbstrustee@wilmingtontrust.com, and with respect to email pursuant to Section 11.06 and Section 11.13
of this Agreement, at cmbstrustee@wilmingtontrust.com, and with respect to any notice or delivery of information under Article X
of this Agreement, by fax to (302) 636-4140 and by email to cmbstrustee@wilmingtontrust.com; (vii) in the case of the
Operating Advisor, Situs Holdings, LLC, 2 Embarcadero, Suite 1300, San Francisco, California 94111, Attention: Stacey Ciarlanti,
Vice President, email: Stacey.Ciarlanti@situs.com, with a copy to Situs Holdings, LLC, 5065 Westheimer Suite 700E, Houston, Texas
77052, Attention: Legal Department, with a copy to: Kilpatrick Townsend & Stockton LLP, 1100 Peachtree Street NE, Suite 2800,
Atlanta, Georgia 30309-4528, Attention: Rex R. Veal, fax number: (404) 541-3430, email: rveal@kilpatricktownsend.com; (viii) in
the case of the Rating Agencies: (a) Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York 10007,
Attention: Commercial Mortgage Surveillance Group, fax number: (212) 553-0300, (b) Kroll Bond Rating Agency, Inc., 845 Third Avenue,
4th Floor, New York, New York 10022, Attention: CMBS Surveillance, fax number: (646) 731-2395, and (c) Fitch Ratings, Inc., 33
Whitehall Street, New York, New York 10004, Attention: US CMBS Surveillance, fax number: (212) 635-0295, email: cmbs.surveillance@fitchratings.com;
(ix) in the case of the Mortgage Loan Sellers, (a) 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, 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, and
(b) Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention: Anthony
Orso, with a copy to: Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention:
Legal Department, email: legal@ccre.com; (x) in the case of the Underwriters and the Initial Purchasers, (a) Goldman,
Sachs & Co., 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, 


 






    	-366-



    	 



    

 


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; (b) Cantor Fitzgerald & Co., 499 Park Avenue, New York, New York
10022, Attention: Stephen Merkel and Shawn Matthews, fax number: (212) 829-4708, e-mail: smerkel@cantor.com; and (c) Drexel Hamilton,
LLC, 77 Water Street, New York, New York 10005, Attention: John D. Kerin, Director of Debt Syndicate, fax number: (646) 412-1500,
email: jkerin@drexelhamilton.com; (xi) in the case of the initial Controlling Class Representative, Eightfold Real Estate
Capital, L.P., Eightfold Real Estate Capital, L.P., 1111 Lincoln Road, Suite 802, Miami Beach, Florida 33139, Attention: Brian
A. Tageson (with a copy to btageson@eightfoldcapital.com), or as to each such Person such other address or email 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 communication required or permitted to be delivered to a Beneficial Owner shall
be deemed to have been duly given to the extent delivered through the Depository. 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.


 


The obligation of any
party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this
Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact
information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor, Other
Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, has not changed, absent receipt
of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and
contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


 


Section 11.05     Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 11.06     Notice
to the Depositor and Each Rating Agency.


 


(a)          The Certificate Administrator shall promptly provide notice to an Authorized Representative of the Depositor by email with
respect to each of the following of


 






    	-367-



    	 



    

 


which
a Responsible Officer of the Certificate Administrator has actual knowledge, and the Depositor shall promptly upload such notice
or information to the Depositor’s 17g-5 Website within five (5) Business Days, and after the Certificate Administrator receives
written notification from the Depositor (which may be in the form of email) that the Depositor has posted such notice or information
to the Depositor’s 17g-5 Website, the Certificate Administrator shall provide such notice or information to the Rating Agencies:


 


(i)           any
material change or amendment to this Agreement;


 


(ii)          the occurrence of any Servicer Termination Event that has not been cured;


 


(iii)         the merger, consolidation, resignation or termination of the Master Servicer, the Special Servicer, the Trustee or the
Certificate Administrator or any Other Master Servicer, Other Special Servicer or Other Trustee;


 


(iv)         the repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)          the
final payment to any Class of Certificateholders;


 


(vi)         any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account or any Distribution
Account;


 


(vii)        any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master
Servicer; and


 


(viii)       any change in the lien priority of a Mortgage Loan.


 


(b)          The Master Servicer or the Special Servicer shall promptly furnish to an Authorized Representative of the Depositor by email
(or any other form of electronic delivery reasonably acceptable to the Master Servicer or the Special Servicer, as applicable,
and the Depositor) copies of the following (to the extent not already delivered or made available pursuant to the terms of this
Agreement), and the Depositor shall promptly upload such documents to the Depositor’s 17g-5 Website within five (5) Business
Days, and after the Master Servicer or the Special Servicer, as applicable, receives written notification from the Depositor (which
may be in the form of email) that the Depositor has uploaded such documents to the Depositor’s 17g-5 Website, the Master
Servicer or the Special Servicer, as applicable, may provide such documents to the Rating Agencies:


 


(i)           each of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)          each of its annual independent public accountants’ servicing reports described in Section 10.09 of this
Agreement;


 


(iii)         a copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent
such information is required to be


 






    	-368-



    	 



    




 


delivered
under a Mortgage Loan, in each case to the extent collected pursuant to Section 4.02; and


 


(iv)         upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this
Agreement.


 


(c)          The Certificate Administrator
shall promptly furnish to an Authorized Representative of the Depositor by email copies of the items set forth in Section 8.11(b)
of this Agreement (to the extent not already delivered or made available pursuant to the terms of this Agreement and to the
extent such items were prepared by or delivered to the Certificate Administrator in electronic format), and the Depositor shall
promptly upload such documents to the Depositor’s 17g-5 Website within five (5) Business Days.


 


Section 11.07     Amendment.
This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


(i)           to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or any Companion Loan
Holder;


 


(ii)          to correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or
with the description thereof in the Prospectus or the Prospectus Supplement or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account,
any Distribution Account 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) the change would not adversely affect in any
material respect the interests of any Certificateholder or Companion Loan Holder, as evidenced by an opinion of counsel (at the
expense of the party requesting the amendment);


 


(iv)         to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of
either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax
on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove
any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 






    	-369-



    	 



    

 


(v)          to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder or, if applicable,
any Companion Loan Holder, as evidenced by an opinion of counsel;


 


(vi)         to modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the
obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer
without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect
such party or materially increase such party’s obligations under this Agreement); provided, further that notice
of such modification is provided to all parties to this Agreement; and


 


(vii)        to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each
Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any
material respect the interests of any Certificateholder or, if applicable, any Companion Loan Holder;


 


provided that no amendment pursuant
to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under this Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative;
(ii) reduce the consultation rights or the right to receive information under this Agreement of the Operating Advisor without the
consent of the Operating Advisor; (iii) change in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement
or the applicable Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the
obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser;
or (v) adversely affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect
to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee
is requesting an amendment for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


This Agreement or any
Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders; 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 Serviced Whole Loan, if applicable)
which are required to be distributed on a Certificate of any Class without the consent of the Holder of that Certificate
or that are required to be distributed to any holder of a Serviced Companion Loan without the consent of that holder;


 






    	-370-



    	 



    

 


(ii)          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment
or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent of the Holders of all
Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;


 


(iii)         change in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or a Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller;


 


(iv)         change the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates
or (2) Rating Agency Confirmation;


 


(v)          without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby,
change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction
under this Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or
(c) the right of the Certificateholders to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)         adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)        adversely affect a Companion Loan Holder in its capacity as such without its consent; or


 


(viii)       change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected
Underwriter or Initial Purchaser.


 


In the event that neither
the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 11.07 shall be effective
with the consent of the Trustee, the Operating Advisor, the Certificate Administrator, the Special Servicer, the Master Servicer,
in writing, and to the extent required by this Section, the Certificateholders, the Companion Loan Holders, the Mortgage Loan Sellers,
the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, the Master Servicer
shall forward a copy thereof to the Trustee, the Operating Advisor, the Certificate Administrator, the Special Servicer and each
Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and the Certificate Administrator and
shall furnish written notification of the substance of such amendment to each Certificateholder, as applicable and, subject to
Section 11.13 of this Agreement, each Rating Agency. It shall not be necessary for the consent of Certificateholders
or the Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters or the Initial Purchasers, as applicable, under this
Section 11.07 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent
shall approve the substance thereof. The method of obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders or the Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers,
as applicable, shall be subject to


 






    	-371-



    	 



    

 


such
reasonable regulations as the Trustee may prescribe; provided, however, that such method shall always be by affirmation
and in writing.


 


Notwithstanding any contrary
provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the
Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator, such party shall have received an Opinion
of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain
the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (i) or
(ii) of the first sentence of this Section, then at the expense of the Trust Fund), to the effect that such amendment will not
cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal
income tax purposes at any time that any Certificates are outstanding, and will not cause a tax to be imposed on either Trust REMIC
under the REMIC Provisions or on the Grantor Trust (other than a tax at the highest marginal corporate tax rate on net income from
foreclosure property as set forth in Section 860G(c) of the Code). Prior to the execution of any amendment to this Agreement or
any Custodial Agreement, the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer may request and
shall be entitled to rely conclusively upon an Opinion of Counsel, at the expense of the party requesting such amendment (or, if
such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate
Administrator for any purpose described in clause (i), (ii), (iii) or (v) (which do not modify or otherwise relate
solely to the obligations, duties or rights of the Trustee or the Certificate Administrator, as applicable) of the first sentence
of this Section, then at the expense of the Trust Fund) stating that the execution of such amendment is authorized or permitted
by this Agreement, and that all conditions precedent to such amendment are satisfied. Each of the Trustee and the Certificate Administrator
may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s or the Certificate Administrator’s,
as applicable, own rights, duties or immunities under this Agreement. The party requesting an amendment to this Agreement shall,
subject to Section 11.13 of this Agreement, give each Rating Agency prior written notice of such proposed amendment.


 


Section 11.08     Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in and to the Mortgage Loans 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, all principal and interest received or receivable with respect to the Mortgage Loans (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, each Distribution Account, the Interest Reserve Account and,
if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such amounts,
and all of the Depositor’s right, title and interest in and to any Insurance Proceeds related to such Mortgage Loans and
(ii) this Agreement shall constitute a security agreement under applicable law. This


 






    	-372-



    	 



    

 


Section 11.08
shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 11.09     Third-Party Beneficiaries. Except as provided in the next sentence, no Persons other than a party to this Agreement,
any Companion Loan Holder (unless it is the Mortgagor under the applicable Companion Loan or an Affiliate thereof) and any Certificateholder,
shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial
Purchaser (with respect to its rights to receive any documents, certifications, information and/or indemnification hereunder and
its rights under Section 2.02, Section 5.03 and Section 11.07 of this Agreement), any Companion
Loan Holder (including, as the context requires, the related Other Depositor, Other Master Servicer, Other Special Servicer, Other
Trustee or controlling class representative (or analogous term) relating to the related Other Securitization Trust, on behalf of
such Companion Loan Holder), any Mortgage Loan Seller (with respect to its rights under Section 2.03(a), Section 2.03(b),
Section 2.03(c), Section 3.09(d)(i), Section 10.04, Section 11.07 and Section 11.15
of this Agreement and its rights as a Privileged Person), any Other Depositor and Other Exchange Act Reporting Party (with respect
to its rights under Article X of this Agreement) and, subject to Section 11.02 of this Agreement, any Certificateholder
(which are intended third-party beneficiaries of this Agreement) shall have the right to enforce their respective rights and
obligations hereunder (in the case of any Companion Loan Holder, to the extent they affect the related Companion Loan and provided
that such Companion Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such
Person was a party hereto.


 


Without limiting the
foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan
is an intended third-party beneficiary of this Agreement.


 


Section 11.10     Request by Certificateholders or a Companion Loan Holder. Where information or reports are required to be delivered
to a Certificateholder or a Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement, such request
can be in the form of a single blanket request by a Certificateholder or a Companion Loan Holder, as applicable, to the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder or a Companion
Loan Holder, as applicable, such request shall be deemed to relate to each date such report or information may be requested. The
notice shall set forth the applicable Sections where such reports and information are requested.


 


Section 11.11     Waiver
of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 11.12     Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE 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


 






    	-373-



    	 



    

 


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


 


Section 11.13     Exchange Act Rule 17g-5 Procedures.


 


(a)          Except as otherwise
provided in Section 11.06 of this Agreement or this Section 11.13 or otherwise in this Agreement or as
required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating
Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates
or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates
or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency
makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s
surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing
by the responding party and shall be provided to an Authorized Representative of the Depositor who shall post such written response
to the Depositor’s 17g-5 Website within five (5) Business Days of receipt of such response, and after the responding party
receives written notification from the Depositor (which may be in the form of email) that such response has been posted on the
Depositor’s 17g-5 Website, such responding party may, but is not obligated to, provide such response to such Rating Agency.


 


(b)          To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its
obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian, as applicable, shall provide such information or communication to an Authorized Representative of the
Depositor by email, which the Depositor shall upload to the Depositor’s 17g-5 Website within five (5) Business Days, and
after the applicable party has received written notification from the Depositor (which may be in the form of email) that such information
has been uploaded to the Depositor’s 17g-5 Website, the applicable party may but is not required to send such information
to such Rating Agency. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which
shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting
party believes is reasonably necessary for the applicable Rating Agency to make its decision. The Depositor shall notify each of
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor


 






    	-374-



    	 



    

 


and
the Custodian in writing of any change in the identity or contact information of an Authorized Representative.


 


(c)          Notwithstanding the provisions of Section 11.13(a) or Section 11.13(b) of this Agreement, the Depositor
may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but
not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be in writing (which writing may
be electronic mail) by a Responsible Officer of the Depositor, and shall set forth the procedures that the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall follow
if it elects (in its sole discretion) to provide information directly to the applicable Rating Agency, which procedures shall be
reasonable and customary as is necessary to allow the Depositor to comply with Rule 17g-5.


 


(d)          Each of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an
“Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective
officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund
(each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments,
costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several,
to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a
third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures
or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s
breach of Section 11.06, Section 11.13(a), Section 11.13(b) or Section 11.13(c)
of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by
the Depositor or any Affiliate thereof pursuant to Rule 17g-5(a)(3), to the extent caused by any such breach referred to
in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any reasonable out-of-pocket
legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim,
as such expenses are incurred.


 


(e)          None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or
the Custodian shall have any liability for (i) the Depositor’s failure to post information provided by the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the
terms of this Agreement, (ii) any malfunction or disabling of the Depositor’s 17g-5 Website or (iii) such party’s
failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies
that are required to be performed after the Depositor posts the related information or communication if the Depositor fails to
notify such party that it has posted such information or communication on the Depositor’s 17g-5 Website.


 


(f)           None of the foregoing restrictions in this Section 11.13 prohibit or restrict oral or written communications,
or providing information, between the Master Servicer or the


 






    	-375-



    	 



    

 


Special
Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review
of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s
approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer
or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable,
servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable,
shall not provide any information relating to the Certificates or the Mortgage Loans to such Rating Agency in connection with
such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted;
or (y) such information has already been provided to an Authorized Representative of the Depositor and has been uploaded
on to the Depositor’s 17g-5 Website.


 


(g)          The Depositor shall maintain the Depositor’s 17g-5 Website in accordance with Rule 17g-5(a)(3)(iii).


 


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


 


Section 11.14     [Reserved].


 


Section 11.15     Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed
and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers
get the benefit of any securitization indemnification provisions in the Loan Documents. Therefore, the Depositor, Master Servicer,
the Special Servicer and Trustee hereby agree to reasonably cooperate with any 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 related Mortgage Loan Seller of such sections, but no
other portion of the Loan Documents, to permit the related 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 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 Loan Documents, would adversely affect any Certificateholder, would cause either 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 11.15,
such document shall be in form and substance reasonably acceptable to the Trustee.


 






    	-376-



    	 



    

 


Section 11.16     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.


 


[Signature
Pages Follow]


 






    	-377-



    	 



    

 


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





	 	 	 
	 	GS MORTGAGE SECURITIES CORPORATION
II,

as Depositor
	 	 	 
	 	By:	/s/ J. Theodore Borter
	 	 	Name:  J. Theodore Borter
	 	 	Title: President






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

as Master Servicer
	 	 	 
	 	By:	/s/ Bradley J. Hauger
	 	 	Name: Bradley J. Hauger
	 	 	Title: Senior Vice President











	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Special Servicer
	 	 	 
	 	By:	/s/ Cynthia L. Schwartz
	 	 	Name: Cynthia L. Schwartz
	 	 	Title: Director


 


 


GS 2015-GS1: POOLING AND
SERVICING AGREEMENT






    	 



    	 



    

 


	 	 	 
	 	SITUS
HOLDINGS, LLC,

as Operating Advisor
	 	 	 
	 	By:	/s/ George Winiewski
	 	 	Name: George Winiewski
	 	 	Title: Senior Managing Director








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
	 	 	 
	 	By:	/s/ Michael Baker
	 	 	Name: Michael Baker
	 	 	Title: Assistant Vice President


 





	 	 	 
	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Dorri Costello 
	 	 	Name:  Dorri Costello
	 	 	Title: Vice President


 


 


GS 2015-GS1: POOLING AND
SERVICING AGREEMENT



    	 



    	 



    

 







 


	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 


 


On this 1 day of December, 2015,
before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
J. Theodore Borter, to me known who, by me duly sworn, did depose and acknowledge before me and say that he/she is a President
of GS Mortgage Securities Corporation II, a Delaware corporation, the corporation described in and that executed the foregoing
instrument; and that he/she signed his/her name thereto under authority of the board of directors of said corporation and on behalf
of such corporation.


WITNESS my hand and seal hereto affixed
the day and year first above written.


	 	 	 
	 	 	/s/ Artrisa Y. Williams 
	 	 	Notary Public in and for the

 State of New York
	 	 	 
	My Commission expires: 	 	 
	 	 	 
	
        [NOTARIAL SEAL]

         
	 	 
	
        ARTRISA Y. WILLIAMS

        Notary Public, State of New York

        No. 01WI6124039

        Qualified in
New York County

        Commission Expires May 24, 2017
	 	 


 


.


 


 


GS 2015 – POOLING AND SERVICING AGREEMENT








     


     


    




 


	STATE OF KANSAS	)	 
	 	)	ss:
	COUNTY OF JOHNSON	)	 


 


On this 20th day of November, 2015,
before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared Bradley
J. Hauger, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Senior Vice President of
Midland Loan Services, a Division of PNC Bank, National Association, the entity described in and that executed the foregoing instrument;
and that he/she signed his/her name thereto under authority of the board of directors of said entity and on behalf of such entity.


WITNESS my hand and seal hereto affixed
the day and year first above written.


	 	 	 
	 	 	/s/ Brent Kinder 
	 	 	Notary Public in and for 

the State of Kansas
	 	 	 
	 	 	[SEAL]
	 	 	 
	 	 	
        Brent Kinder

        NOTARY PUBLIC – State of Kansas

        My Appt. Exp. January 30, 2018     



 


 


 


GS 2015 – POOLING AND SERVICING AGREEMENT


 







     


     


    







 


	STATE OF NORTH CAROLINA	)	 
	 	)	:ss.
	COUNTY OF MECKLENBURG	)	 


 


On this 23 day
of November, 2015, personally
appeared before me
Cynthia L. Schwartz,
to me known (or
proved to me
on the basis
of satisfactory evidence) to
be a Director of Wells Fargo Bank, National Association, a national banking
association, that executed the within and foregoing instrument, and
acknowledged that said instrument
to be the free and voluntary act
and deed of said entity, for the uses and purposes therein mentioned, and
on oath stated that she was authorized
to execute said instrument,
and that by her signature on the
instrument the entity upon behalf of which she acted,
executed the instrument.


	 	 	 
	 	 	/s/ Erica L. Smith 
	 	 	Notary 
	 	 	Name: Erica L. Smith 
	 	 	 
	My Commission expires: 	 	 
	 	 	 
	 	 	[SEAL]
	 	 	 
	 	 	
        ERICA L. SMITH

        NOTARY PUBLIC

        Gaston County

        North Carolina

        My Commission Expires 7/15/2017



 


 


 


GS 2015 – POOLING AND SERVICING AGREEMENT


 







     


     


    







 


	State of: Maryland	)	 
	 	)	ss.:
	County of: Howard	)	 


 


On the 20th day of November, 2015,
before me, a notary public in and for said State, personally appeared Michael Baker, known to me to be an Assistant 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 2015 – POOLING AND SERVICING AGREEMENT


 







     


     


    







 


	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


 


On this 20th day of November, 2015,
before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned and sworn, personally appeared
Dorri Costello, to me known who, by me duly sworn, did depose and acknowledge before me and say that she is a Vice President of
Wilmington Trust, National Association, a national banking association, the entity described in and that executed the foregoing
instrument; and that she signed her name thereto under authority of the board of directors of said entity and on behalf of such
entity.


WITNESS my hand and seal hereto affixed
the day and year first above written.


	 	 	 
	 	 	/s/ Christina M Bader
	 	 	Notary Public in and for the

State of Delaware
	 	 	 
	
        CHRISTINA M BADER

        NOTARY PUBLIC

        STATE OF DELAWARE

        My commission expires: 4-15-2016
	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 


 


GS 2015 – POOLING AND SERVICING AGREEMENT


 







     


     


    









 


ACKNOWLEDGEMENT



	A notary public or other officer completing this 

certificate verifies only the identity of the individual

 who signed the document to which this certificate is

 attached, and not the truthfulness, accuracy, or

 validity of that document.	 









	
        State of California

        County of                          San
        Francisco                  )

         
	 
	On      November 19, 2015      before me,	
                       Theresa
R. Dye, Notary Public          

	 	 (insert
    name and title of the officer)
	
         

        Personally appeared George Wisniewski                                                                                                                                              ,



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 executed the same in his authorized
capacity, and that by his 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 California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	Signature Theresa R. Dye                  	[SEAL]
	 	 
	 	
        THERESA R. DYE

        Commission # 2069588

        Notary Public – California

        San Francisco County

        My Comm. Expires Jun 26, 2018



 




 





 


 


GS 2015 – POOLING AND SERVICING AGREEMENT



    	



    	 



    



 


 





EXHIBIT
A-1


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, 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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	A-1-1



    	 



    




 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS A-1


 


	Pass-Through Rate: 1.935%	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-1 Certificates: $29,163,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2020


  


	
        CUSIP: 36252AAA4  
	 	Initial Certificate Principal Amount of this Certificate: $[    ]
	 	 	 
	
        ISIN: US36252AAA43 
	 	 
	 	 	 
	Common Code: 132712107	 	 
	 	 	 
	No.: 1	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-2, Class
A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and
Class R Certificates (together with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 






    	A-1-2



    	 



    

 


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.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 A-1 Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    	A-1-3



    	 



    

 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-1-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable
Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall
be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 






    	A-1-5



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; 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 Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans),


 






    	A-1-6



    	 



    

 


the
Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by
such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect
of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will
be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such
purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-1-7



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-1-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented
by the within Class A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-1-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-1-10



    	 



    





EXHIBIT
A-2


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, 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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	A-2-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GS1, CLASS A-2


 


	Pass-Through Rate: 3.470%	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-2 Certificates: $200,000,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2025


  


	
        CUSIP: 36252AAB2 
	 	Initial Certificate Principal Amount of this Certificate: $[    ]
	 	 	 
	
        ISIN: US36252AAB26 
	 	 
	 	 	 
	Common Code: 132712131	 	 
	 	 	 
	No.: 1	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and
Class R Certificates (together with the Class A-2 Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-2-2



    	 



    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 A-2 Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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


 






    	A-2-3



    	 



    

 


REO
Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv)
all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts
and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account,
the Excess Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling
and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the
Trustee and the Certificate Administrator have received an opinion of



 






    	A-2-4



    	 



    

 


	 	 	counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    	A-2-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-2-6



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-2-7



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-2-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented
by the within Class A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-2-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-2-10



    	 



    





EXHIBIT
A-3


 


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GS1, 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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	A-3-1



    	 



    

   


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS A-3


 


	Pass-Through Rate: 3.734%	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-3 Certificates: $297,565,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025





 


	
        CUSIP: 36252AAC0 
	 	Initial Certificate Principal Amount of this Certificate: $[    ]
	 	 	 
	
        ISIN: US36252AAC09 
	 	 
	 	 	 
	Common Code: 132712158	 	 
	 	 	 
	No.: 1	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and
Class R Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 






    	A-3-2



    	 



    

 


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.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 A-3 Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    	A-3-3



    	 



    

 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 






    	A-3-4



    	 



    

 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    	A-3-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-3-6



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-3-7



    	 



    





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-3-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented
by the within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-3-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-3-10



    	 



    





EXHIBIT
A-4


 


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GS1, 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 GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 



    	A-4-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GS1, CLASS A-AB


 


	Pass-Through Rate: 3.553%	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-AB Certificates: $47,694,000	 	Scheduled Final Distribution Date: the Distribution Date in September 2025





 


	
        CUSIP: 36252AAD8 
	 	Initial Certificate Principal Amount of this Certificate: $[    ]
	 	 	 
	
        ISIN: US36252AAD81 
	 	 
	 	 	 
	Common Code: 132712166	 	 
	 	 	 
	No.: 1	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and
Class R Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-4-2



    	 



    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 A-AB Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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


 






    	A-4-3



    	 



    

 


REO
Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv)
all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts
and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account,
the Excess Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling
and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the
Trustee and the Certificate Administrator have received an opinion of



 






    	A-4-4



    	 



    

 


	 	 	counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    	A-4-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-4-6



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-4-7



    	 



    











IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class A-AB Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-4-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented
by the within Class A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-4-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-4-10



    	 



    





EXHIBIT
A-5


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, 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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS
A-2, CLASS A-3 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.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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.


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



  



    	A-5-1



    	 



    




  


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS X-A


 


	Pass-Through Rate: Variable IO1	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates: $625,710,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025


  


	
        CUSIP: 36252AAE6
	 	
        Initial Notional Amount of this
Certificate: 

        $[    ] 

	 	 	 
	ISIN: US36252AAE64	 	 
	 	 	 
	
        Common Code: 132712174 
	 	 
	 	 	 
	No.: 1	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class A-AB, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and
Class R Certificates (together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





 



 


1 The initial approximate
Pass-Through Rate as of the Closing Date is 0.846%.



 






    	A-5-2



    	 



    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 X-A Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO


 






    	A-5-3



    	 



    

 


Property);
(iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts
and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account,
the Excess Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling
and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the
Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment)
to the effect that (1) the



 






    	A-5-4



    	 



    

 


	 	 	action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    	A-5-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-5-6



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-5-7



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-A Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-5-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented
by the within Class X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-5-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-5-10



    	 



    





EXHIBIT
A-6


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, 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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT 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.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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. 


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	A-6-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS X-B


 


	Pass-Through Rate: Variable IO1	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates: $43,082,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025





 


	
        CUSIP: 36252AAF3
	 	
        Initial Notional Amount of this
Certificate: 

        $[    ] 

	 	 	 
	ISIN: US36252AAF30	 	 
	 	 	 
	Common Code: 132712212	 	 
	 	 	 
	No.: 1	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class A-AB, Class X-A, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and
Class R Certificates (together with the Class X-B Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





 



 


1 The initial approximate
Pass-Through Rate as of the Closing Date is 0.185%.



 






    	A-6-2



    	 



    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 X-B Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO


 






    	A-6-3



    	 



    

 


Property);
(iv) all revenues received in respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts
and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account,
the Excess Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling
and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the
Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment)
to the effect that (1) the



 






    	A-6-4



    	 



    

 


	 	 	action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    	A-6-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
(or Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-6-6



    	 



    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-6-7



    	 



    





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-B Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class X-B Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-6-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented
by the within Class X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-6-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-6-10



    	 



    





EXHIBIT
A-7


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, CLASS X-D


 


[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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT 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.


 


THIS CLASS X-D CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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. 


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.





 






    	A-7-1



    	 



    




 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS X-D


 


	Pass-Through Rate: Variable IO1	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates: $42,056,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025





 


	
        CUSIP: 36252AAM8 

         
	
        Initial Notional Amount of this
Certificate: 

        $[    ]

	 	 
	
        ISIN: US36252AAM80 
	 
	 	 
	Common Code: 132712476	 
	 	 
	No.: 1	 
	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G and
Class R Certificates (together with the Class X-D Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 





 



 


1 The initial approximate
Pass-Through Rate as of the Closing Date is 1.155%.



 






    	A-7-2



    	 



    

 


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.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 X-D Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 






    	A-7-3



    	 



    

 


(ii)
all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans 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 (but in the case of
each Whole Loan, only to the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in
respect of any REO Property (but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues
received in respect of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any
proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements;
(vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all
proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s
rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under
the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling
and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor
Trust as a



 






    	A-7-4



    	 



    

 


	 	 	grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; 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 Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that 



 






    	A-7-5



    	 



    

 


	 	 	Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such


 






    	A-7-6



    	 



    

 


termination
as provided above if such party first notifies the Controlling Class Representative and each Certifying Certificateholder, or,
in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate Administrator (who shall notify
each of the Controlling Class Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by
an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-7-7



    	 



    








IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-D Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class X-D Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-7-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-D Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented
by the within Class X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-7-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-7-10



    	 



    





EXHIBIT
A-8


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, 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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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.


 


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.


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







    	A-8-1



    	 



    




 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS A-S


 


	Pass-Through Rate: The lesser of 4.037% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-S Certificates: $51,288,000. The Aggregate Initial Certificate Principal Amount of the Class A-S Certificates represents the maximum aggregate Certificate Principal Amount of the Class A-S Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)	 	Scheduled Final Distribution Date: the Distribution Date in November 2025


  


	
        CUSIP: 36252AAG1 

         
	Initial Certificate Principal Amount of this Certificate: $[        ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	 	 
	
        ISIN: US36252AAG13 
	 
	 	 
	Common Code: 132712239	 
	 	 
	No.: 1	 
	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and
Class R Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a


 






    	A-8-2



    	 



    

 


Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


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.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 A-S Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 






    	A-8-3



    	 



    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar 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 or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-8-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 






    	A-8-5



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; 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 Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans),


 






    	A-8-6



    	 



    

 


the
Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by
such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect
of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will
be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such
purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-8-7



    	 



    





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-S Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class A-S Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-8-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented
by the within Class A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-8-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-8-10



    	 



    




 


EXHIBIT
A-9


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, 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 GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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.


 


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. 


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



  






    	A-9-1



    	 



    

 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS B


 


	Pass-Through Rate: The lesser of 4.238% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class B Certificates: $43,082,000. The Aggregate Initial Certificate Principal Amount of the Class B Certificates represents the maximum aggregate Certificate Principal Amount of the Class B Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 
	
        CUSIP: 36252AAH9 

         
	 	Initial Certificate Principal Amount of this Certificate: $[       ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	 	 	 
	
        ISIN: US36252AAH95 
	 	 
	 	 	 
	Common Code: 132712247	 	 
	 	 	 
	No.: 1	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G
and Class R Certificates (together with the Class B Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as


 






    	A-9-2



    	 



    

 


Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


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.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 B Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 






    	A-9-3



    	 



    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar 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 or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-9-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 






    	A-9-5



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; 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 Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans),


 






    	A-9-6



    	 



    

 


the
Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by
such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect
of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will
be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such
purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-9-7



    	 



    





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-9-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented
by the within Class B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-9-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-9-10



    	 



    





EXHIBIT
A-10


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, 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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 
 


 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



  






    	A-10-1



    	 



    

 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS PEZ


 


	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	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates: $141,554,000. The Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates is equal to the aggregate of the maximum initial Certificate Principal Amounts 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 Principal Amount of the Class PEZ Certificates that could be issued in an exchange	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 
	
        CUSIP: 36252AAJ5 

         
	 	Initial Certificate Principal Amount of this Certificate: $[    ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	 	 	 
	
        ISIN: US36252AAJ51 
	 	 
	 	 	 
	Common Code: 132712271	 	 
	 	 	 
	No.: 1	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class PEZ Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F, Class G and
Class R Certificates (together with the Class PEZ Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 






    	A-10-2



    	 



    

 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto 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 Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 PEZ Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class PEZ Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying


 






    	A-10-3



    	 



    

 


Agent
shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable
to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the extent of the Trust’s
interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case of each Whole
Loan, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar 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 or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 






    	A-10-4



    	 



    




 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account 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) the change would not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Holder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel
(at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to
the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related
regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing
Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing
Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment
will not adversely affect in any material respect the interests of any Certificateholder or, if applicable, any Companion Loan
Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any


 






    	A-10-5



    	 



    

 


Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; 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 Serviced Whole Loan, if applicable) which are required to be distributed on a Certificate of any Class without the consent
of the Holder of that Certificate or that are required to be distributed to any holder of a Serviced Companion Loan without the
consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment or remove the requirement to obtain the consent of any Serviced Companion Loan Holder without the consent
of the Holders of all Certificates of that Class then outstanding or the consent of each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or a Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and


 






    	A-10-6



    	 



    

 


Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause
(i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of
unreimbursed Advances made by such party, together with any interest accrued and payable to the Master Servicer or the Special
Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining
outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-10-7



    	 



    








IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class PEZ Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class PEZ Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-10-8



    	 



    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class PEZ Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class PEZ Certificate of the entire Percentage Interest represented
by the within Class PEZ Certificates to the above-named Assignee(s) and to deliver such Class PEZ Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-10-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-10-10



    	 



    




 


EXHIBIT
A-11


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, 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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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.


 


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.





 


 



 





1 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2 Global Certificate legend.



 


 






    	A-11-1



    	 



    

  


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS C


 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class C Certificates:  $47,184,000.  The Aggregate Initial Certificate Principal Amount of the Class C Certificates represents the maximum aggregate Certificate Principal Amount of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates)	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 
	CUSIP:   36252AAK2	 	Initial Certificate Principal Amount of this Certificate: $[          ] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:       US36252AAK25 
	 	 
	 	 	 
	Common Code: 132712301	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class PEZ, Class D, Class X-D, Class E, Class F, Class G and Class R Certificates
(together with the Class C Certificates, the “Certificates”; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington


 





 



  





1 The initial approximate Pass-Through Rate as of
the Closing Date is 4.423%.


 






    	A-11-2



    	 



    

  


Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


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.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 C Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to


 






    	A-11-3



    	 



    

 


surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the
extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such
REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the
Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar 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 or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 






    	A-11-4



    	 



    

                         


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates
or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
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) the change would not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan
Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced
by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Holder;



  


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any


 






    	A-11-5



    	 



    

  


Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; 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 Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



  


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and


 






    	A-11-6



    	 



    

  


Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-11-7



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 





	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory




 





Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________ 


 





	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory




 






    	A-11-8



    	 



    

 





ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C
Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date: _________________


  





	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










 






    	A-11-9



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ________________________________________________________ ______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


  





	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number








    	A-11-10



    	 



    

  


EXHIBIT
A-12


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GS1, CLASS D


 


[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 GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	A-12-1



    	 



    

 


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GS1, CLASS D


 


	Pass-Through Rate:  3.268%	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class D Certificates:  $42,056,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 


 





	
        CUSIP:    36252AAL0

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:
              US36252AAL08 
	 	 
	 	 	 
	Common Code: 132712433	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class PEZ, Class C, Class X-D, Class E, Class F, Class G and Class R Certificates
(together with the Class D Certificates, the “Certificates”; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-12-2



    	 



    

  


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 D Certificates
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.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans 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


 






    	A-12-3



    	 



    

  


REO Property (but in the case of each Whole Loan, only to the
extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such
REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the
Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


                                               


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
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) the change would not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of



 






    	A-12-4



    	 



    

  


			



 


			counsel (at the expense of the party requesting
the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or
minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or, if applicable, any Companion Loan Holder, (B) to restrict (or to remove any existing restrictions with respect to) the
transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise
to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary
to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations;
	 	 	 
	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced by an opinion of counsel;



 




		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Holder;



  


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    	A-12-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



  


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    	A-12-6



    	 



    

  


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-12-7



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.


 





	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory







 


Dated: ______________


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 





	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory







 






    	A-12-8



    	 



    

  





ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class D Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D
Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date: _________________ 


 





	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number




 






    	A-12-9



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number







    	A-12-10



    	 



    


 








EXHIBIT
A-13


 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-Gs1, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE 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 GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    A-13-1 


     


    




 


(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) 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) 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 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-13-2 


     


    




 


GS MORTGAGE
SECURITIES TRUST 2015-Gs1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-Gs1, CLASS E


 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class E Certificates:  $20,515,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025


 


	
        CUSIP:   36252AAN6

U04024AA0

36252AAP1

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:       US36252AAN63

                USU04024AA05

                US36252AAP12
	 	 
	 	 	 
	Common Code: 132712484	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class F, Class G and Class R Certificates
(together with the Class E Certificates, the “Certificates”; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as


 





 



 





		1	The initial approximate Pass-Through Rate as of the Closing
Date is 4.423%


  






    A-13-3 


     


    

  


Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    A-13-4 


     


    

 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the
extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such
REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the
Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
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) the change would not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment);



 






    A-13-5 


     


    

 





		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan
Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced
by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    A-13-6 


     


    




 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    A-13-7 


     


    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-13-8 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class E Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class E Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    A-13-9 


     


    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class E Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented
by the within Class E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    A-13-10 


     


    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    A-13-11 


     


    





EXHIBIT A-14


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GS1, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE 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 GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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


 








 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




  






    A-14-1 


     


    




 


(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) 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) 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 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-14-2 


     


    

  


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GS1, CLASS F


 


	Pass-Through Rate: The WAC Rate1	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class F Certificates:  $8,207,000	 	Scheduled Final Distribution Date: the Distribution Date in  November 2025


  


	
        CUSIP:   36252AAQ9

 U04024AB8

 36252AAR7 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:       US36252AAQ94

   USU04024AB87 

         US36252AAR77
	 	 
	 	 	 
	Common Code: 132712590	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class G and Class
R Certificates (together with the Class F Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as


 







 






 


1
The initial approximate Pass-Through Rate as of the Closing Date is 4.423%



 






    A-14-3 


     


    

 


Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    A-14-4 


     


    

 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the
extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such
REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the
Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
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) the change would not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment);



 






    A-14-5 


     


    

 


		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan
Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced
by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    A-14-6 


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    A-14-7 


     


    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-14-8 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class F Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class F Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    A-14-9 


     


    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class F Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented
by the within Class F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    A-14-10 


     


    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number








    A-14-11 


     


    





EXHIBIT
A-15


 


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GS1, CLASS G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE 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 GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS 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 PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT 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


 








 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




  






    A-15-1 


     


    

  


(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) 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) 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 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-15-2 


     


    







 


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GS1, CLASS G


 


	Pass-Through Rate:  The WAC Rate1	 	 
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class G Certificates:  $33,849,932	 	Scheduled Final Distribution Date: the Distribution Date in November 2025





 


	
        CUSIP:   36252AAS5

 U04024AC6

 36252AAT3

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:       US36252AAS50

   USU04024AC60 

         US36252AAT34
	 	 
	 	 	 
	Common Code: 132712611	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class G Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F and
Class R Certificates (together with the Class G Certificates, the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as


 





 






 


1
The initial approximate Pass-Through Rate as of the Closing Date is 4.423%



 






    A-15-3 


     


    

 


Special
Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 G Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    A-15-4 


     


    

 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the
extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such
REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the
Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements
and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
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) the change would not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment);



 






    A-15-5 


     


    

 


		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan
Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced
by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    A-15-6 


     


    

 


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    A-15-7 


     


    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-15-8 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class G Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class G Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    A-15-9 


     


    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class G Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class G Certificate of the entire Percentage Interest represented
by the within Class G Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    A-15-10 


     


    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    A-15-11 


     


    





EXHIBIT
A-16


 


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-GS1, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS 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. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE POOLING AND SERVICING
AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT
(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B)
IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS
THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO
PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF
SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE
A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A


 






    A-16-1 


     


    

 


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 “NON-ECONOMIC 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-16-2 


     


    




 


GS MORTGAGE
SECURITIES TRUST 2015-GS1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GS1, CLASS R


 


	Percentage Interest:  [     ]%	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in December 2015, the date that would have been its Due Date in November 2015 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 	 


  


	
        CUSIP:   36252AAU0

 U04024AD4

 36252AAV8

         
	 	 
	
        ISIN:       US36252AAU07

 USU04024AD44

US36252AAV89
	 	 
	 	 	 
	No.:  1	 	 


 


This certifies that
[           ] is the registered owner of an interest in a Trust Fund, including
the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more fully below, consists
primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties
and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B,
Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F and Class G Certificates
(together with the Class R Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 






    A-16-3 


     


    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in December 2015 (each such date,
a “Distribution Date”), 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 the aggregate amount, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day; provided that, with respect to the Distribution Date in December 2015, the related Record
Date will be the Closing Date. Distributions are required to be made (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the
Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans 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 (but in the case of each Whole Loan, only to the
extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Whole Loan, only to the extent of the Trust’s interest in the revenues received in respect of such
REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to
the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the
Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the


 






    A-16-4 


     


    

 


Depositor’s
rights under the Loan Purchase Agreements and the SMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01
of the Pooling and Servicing Agreement; and (xi) the Lower-Tier Regular Interests.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent of any
of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or any Companion Loan Holder;



 


		(ii)	to correct or supplement any of its provisions which may
be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus
or the Prospectus Supplement or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, any Distribution Account
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) the change would not adversely affect in any material respect the interests
of any Certificateholder or Companion Loan Holder, as evidenced by an opinion of counsel (at the expense of the party requesting
the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to
the extent necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate
Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the
action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates or, if applicable, any Companion Loan
Holder, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company
Act, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;



 






    A-16-5 


     


    

 


		(v)	to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely
affect in any material respect the interests of any Certificateholder or, if applicable any Companion Loan Holder, as evidenced
by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing
Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent
(which consent may not be withheld unless such modification would materially adversely affect such party or materially increase
such party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any of the Rating
Agencies, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder
or, if applicable, any Companion Loan Holder;



 


provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be
borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or Trustee is requesting an amendment
for the benefit of the Certificateholders, then such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders
of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
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 Certificateholders; provided, however, that no such amendment
shall:


 






    A-16-6 


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans (or Serviced Whole Loan, if applicable) which are required to be distributed on a
Certificate of any Class without the consent of the Holder of that Certificate or that are required to be distributed to any holder
of a Serviced Companion Loan without the consent of that holder;



 


		(ii)	reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to the amendment or remove the requirement to obtain the consent of any Serviced
Companion Loan Holder without the consent of the Holders of all Certificates of that Class then outstanding or the consent of
each Serviced Companion Loan Holder, as applicable;



 


		(iii)	change in any manner the obligations or rights of any
Mortgage Loan Seller under the Pooling and Servicing Agreement or a Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller;



 


		(iv)	change the definition of “Servicing Standard”
without either (1) consent of 100% of the holders of the Certificates or (2) Rating Agency Confirmation;



 


		(v)	without the consent of 100% of the Certificateholders
of the Class or Classes of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
which are required to consent to any action or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement;



 


		(vi)	adversely affect the Controlling Class Representative
without the consent of 100% of the Controlling Class Certificateholders;



 


		(vii)	adversely affect a Companion Loan Holder in its capacity
as such without its consent; or



 


		(viii)	change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% Percentage Interest of the Controlling Class may effect an early termination of
the Trust Fund, upon not less than 30 days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator,
the Special Servicer and Master Servicer (whereupon the Master Servicer shall notify the Companion Loan Holders) any time on or
after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of the Serviced Whole Loans, subject to certain rights of the related Companion
Loan Holder provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by the
Trust Fund (or, with respect to the Non-Serviced Mortgage Loans, by the trust created under the applicable Other Pooling and Servicing
Agreement) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B)
shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances
made by such party, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable,
in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 






    A-16-7 


     


    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class, or if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing greater than a 50% Percentage
Interest in such Class, may also effect such termination as provided above if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notifies the Certificate
Administrator (who shall notify each of the Controlling Class Representative, each Certifying Certificateholder and the Master
Servicer) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates and the Mortgage Loans and the Companion Loans (other than the
obligation to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Companion Loan Holders in the month in which the final Distribution Date
occurs) shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created thereby continue beyond the expiration
of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable promptly
following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-16-8 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be duly executed.

	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated:
______________


CERTIFICATE OF AUTHENTICATION


This
is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.


Dated:
______________


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    A-16-9 


     


    








ASSIGNMENT




FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented
by the within Class R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    A-16-10 


     


    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________
______________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-16-11



    	 



    





 


  


EXHIBIT B



MORTGAGE LOAN SCHEDULE


 






    	 



    	 



    

 







	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	Cut-Off
    Date Balance ($)	 	Mortgage
    Loan Rate (%)	 	Remaining
    Term To Maturity (Mos.)
	1	 	1	 	5XJBY6	 	590
    Madison Avenue	 	590
    Madison Avenue	 	New
    York	 	New
    York	 	10022	 	100,000,000	 	3.8150%	 	119
	2	 	2	 	5XKMW5	 	South
    Plains Mall	 	5702
    and 6002 Slide Road	 	Lubbock	 	Texas	 	79414	 	70,000,000	 	4.2205%	 	120
	3	 	3	 	5X2942	 	Westin
    Boston Waterfront	 	425
    Summer Street	 	Boston	 	Massachusetts	 	2210	 	70,000,000	 	4.3580%	 	120
	4	 	4	 	TBD	 	Element
    LA	 	1861-1933
    South Bundy Drive and 12333 West Olympic Boulevard	 	Los
    Angeles	 	California	 	90025;
    90064	 	70,000,000	 	4.5930%	 	120
	5	 	5	 	5X3DL7	 	Glenbrook
    Square	 	4201
    Coldwater Road	 	Fort
    Wayne	 	Indiana	 	46805	 	60,000,000	 	4.2715%	 	120
	6	 	6	 	7NN2T5	 	Hammons
    Hotel Portfolio	 	 	 	 	 	 	 	 	 	45,146,314	 	4.9535%	 	118
	6.01	 	 	 	7NN2T5-1	 	Embassy
    Suites Concord, NC	 	5400
    John Q Hammons Drive Northwest	 	Concord	 	North
    Carolina	 	28027	 	 	 	 	 	 
	6.02	 	 	 	7NN2T5-2	 	Embassy
    Suites Murfreesboro, TN	 	1200
    Conference Center Boulevard	 	Murfreesboro	 	Tennessee	 	37129	 	 	 	 	 	 
	6.03	 	 	 	7NN2T5-3	 	Embassy
    Suites Norman, OK	 	2501
    Conference Drive	 	Norman	 	Oklahoma	 	73069	 	 	 	 	 	 
	6.04	 	 	 	7NN2T5-4	 	Courtyard
    by Marriott Dallas/Allen, TX	 	210
    East Stacy Road	 	Allen	 	Texas	 	75002	 	 	 	 	 	 
	6.05	 	 	 	7NN2T5-7	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	9495
    West Coyotes Boulevard, 6633 North 95th Street, 9460 Coyotes Street and 9494 West Maryland Avenue	 	Glendale	 	Arizona	 	85305	 	 	 	 	 	 
	6.06	 	 	 	7NN2T5-6	 	Embassy
    Suites Huntsville, AL	 	800
    Monroe Street Southwest	 	Huntsville	 	Alabama	 	35801	 	 	 	 	 	 
	6.07	 	 	 	7NN2T5-5	 	Residence
    Inn by Marriott Kansas City, MO	 	10300
    North Ambassador Drive	 	Kansas
    City	 	Missouri	 	64153	 	 	 	 	 	 
	7	 	 	 	7NWWG0	 	Deerfield
    Crossing	 	5181
    and 5191 Natorp Boulevard	 	Mason	 	Ohio	 	45040	 	31,950,000	 	4.4990%	 	118
	8	 	 	 	 	 	Clover
    Ridge East	 	1445
    East Evergreen Drive	 	Palatine	 	Illinois	 	60074	 	31,500,000	 	4.8620%	 	120
	9	 	 	 	5X1Q37	 	Edgewater
    Crossing Apartments	 	204
    Potters Bluff Drive	 	Panama
    City Beach	 	Florida	 	32407	 	31,200,000	 	4.5690%	 	119
	10	 	7	 	7NU368	 	GSA
    Portfolio	 	 	 	 	 	 	 	 	 	27,384,375	 	4.9060%	 	120
	10.01	 	 	 	7NU368-1	 	Mobile	 	550
    Government Street	 	Mobile	 	Alabama	 	36602	 	 	 	 	 	 
	10.02	 	 	 	7NU368-6	 	Savannah	 	8
    Southern Oaks Court	 	Savannah	 	Georgia	 	31405	 	 	 	 	 	 
	10.03	 	 	 	7NU368-8	 	Covington	 	10155
    Eagle Drive	 	Covington	 	Georgia	 	30014	 	 	 	 	 	 
	10.04	 	 	 	7NU368-5	 	Nashville	 	120
    Athens Way	 	Nashville	 	Tennessee	 	37228	 	 	 	 	 	 
	10.05	 	 	 	7NU368-14	 	Memphis
    - Midtown	 	1330
    Monroe Avenue	 	Memphis	 	Tennessee	 	38104	 	 	 	 	 	 
	10.06	 	 	 	7NU368-3	 	Atlanta	 	1699
    Phoenix Parkway	 	College
    Park	 	Georgia	 	30349	 	 	 	 	 	 
	10.07	 	 	 	7NU368-13	 	Tallahassee	 	1961
    Quail Grove Lane	 	Tallahassee	 	Florida	 	32311	 	 	 	 	 	 
	10.08	 	 	 	7NU368-15	 	Elizabethtown	 	591
    Westport Road	 	Elizabethtown	 	Kentucky	 	42701	 	 	 	 	 	 
	10.09	 	 	 	7NU368-11	 	Greenville	 	2805
    South Charles Boulevard	 	Greenville	 	North
    Carolina	 	27858	 	 	 	 	 	 
	10.10	 	 	 	7NU368-7	 	Birmingham	 	1972
    Gadsden Highway	 	Birmingham	 	Alabama	 	35235	 	 	 	 	 	 
	10.11	 	 	 	7NU368-16	 	Paducah	 	4730
    Village Square Drive	 	Paducah	 	Kentucky	 	42001	 	 	 	 	 	 
	10.12	 	 	 	7NU368-2	 	Little
    Rock	 	1520
    Riverfront Drive	 	Little
    Rock	 	Arkansas	 	72202	 	 	 	 	 	 
	10.13	 	 	 	7NU368-12	 	Huntsville	 	4970
    Research Drive Northwest	 	Huntsville	 	Alabama	 	35805	 	 	 	 	 	 
	10.14	 	 	 	7NU368-17	 	Columbus	 	3577
    Bluecutt Road	 	Columbus	 	Mississippi	 	39705	 	 	 	 	 	 
	10.15	 	 	 	7NU368-4	 	Memphis
    - North	 	3602
    Austin Peay Highway	 	Memphis	 	Tennessee	 	38128	 	 	 	 	 	 
	10.16	 	 	 	7NU368-10	 	Frankfort	 	140
    Flynn Avenue	 	Frankfort	 	Kentucky	 	40601	 	 	 	 	 	 
	10.17	 	 	 	7NU368-19	 	Henderson	 	858
    South Beckford Drive	 	Henderson	 	North
    Carolina	 	27536	 	 	 	 	 	 
	10.18	 	 	 	7NU368-18	 	Gadsden	 	204
    Enterprise Drive	 	Gadsden	 	Alabama	 	35904	 	 	 	 	 	 
	10.19	 	 	 	7NU368-20	 	Bessemer	 	5475
    Academy Way	 	Bessemer	 	Alabama	 	35022	 	 	 	 	 	 
	10.20	 	 	 	7NU368-23	 	Richmond	 	1060
    Gibson Bay Drive	 	Richmond	 	Kentucky	 	40475	 	 	 	 	 	 
	10.21	 	 	 	7NU368-21	 	Tullahoma	 	717
    Kings Lane	 	Tullahoma	 	Tennessee	 	37388	 	 	 	 	 	 
	10.22	 	 	 	7NU368-22	 	Fairhope	 	101
    Courthouse Drive	 	Fairhope	 	Alabama	 	36532	 	 	 	 	 	 
	10.23	 	 	 	7NU368-25	 	Lawrenceburg	 	109
    East Taylor Street	 	Lawrenceburg	 	Tennessee	 	38464	 	 	 	 	 	 
	10.24	 	 	 	7NU368-24	 	Moss
    Point	 	6000
    Highway 63	 	Moss
    Point	 	Mississippi	 	39563	 	 	 	 	 	 
	11	 	 	 	5X3ET9	 	Pine
    Creek Shopping Center	 	650
    Freeman Lane	 	Grass
    Valley	 	California	 	95949	 	25,900,000	 	4.3100%	 	120
	12	 	 	 	 	 	Bernal
    Plaza	 	105-125
    Bernal Road	 	San
    Jose	 	California	 	95119	 	24,000,000	 	4.3005%	 	120
	13	 	8	 	7NY1D9	 	DoubleTree
    Hotel Universal	 	5780
    Major Boulevard	 	Orlando	 	Florida	 	32819	 	19,478,787	 	4.9000%	 	119
	14	 	9	 	7NWWH8	 	Lake
    Forest Place	 	4445
    Lake Forest Drive	 	Blue
    Ash	 	Ohio	 	45242	 	18,610,000	 	4.4990%	 	118
	15	 	 	 	6VT417	 	East
    Viking Plaza	 	306-421
    Viking Plaza Drive	 	Cedar
    Falls	 	Iowa	 	50613	 	17,000,000	 	4.4465%	 	120
	16	 	 	 	 	 	Latham
    Crossing & Crossroads Plaza	 	601
    Troy Schenectady Road and 801 Loudon Road	 	Latham	 	New
    York	 	12110	 	15,400,000	 	4.9165%	 	119
	17	 	 	 	5X1QL7	 	Firewheel
    Plaza Shopping Center	 	3001,
    3003 and 3171 North President George Bush Turnpike and 1 Naaman Road	 	Garland	 	Texas	 	75040	 	14,500,000	 	3.9400%	 	120
	18	 	 	 	6VVPB4	 	Country
    Creek Commons	 	4820-4978
    North Adams Road	 	Rochester	 	Michigan	 	48306	 	13,483,353	 	4.3470%	 	119
	19	 	 	 	7NUC92	 	Homewood
    Suites Charlotte	 	12030
    Copper Way	 	Charlotte	 	North
    Carolina	 	28277	 	11,958,350	 	4.5500%	 	118
	20	 	 	 	7NFE69 	 	TownePlace
    Suites Redding	 	2180
    Larkspur Lane	 	Redding	 	California	 	96002	 	10,920,000	 	4.7565%	 	120
	21	 	 	 	6VT4G1	 	Extra
    Space Storage Gaithersburg	 	18830
    Woodfield Road	 	Gaithersburg	 	Maryland	 	20879	 	9,000,000	 	4.8710%	 	119
	22	 	 	 	 	 	City
    Plaza I, II & III	 	902,
    1205 and 1214 East University Drive	 	Granger	 	Indiana	 	46530	 	8,250,000	 	4.8000%	 	120
	23	 	 	 	7NYVE2	 	Walkers
    Village Shopping Center	 	111
    Walkers Village Way	 	Walkersville	 	Maryland	 	21793	 	7,700,000	 	4.4030%	 	119
	24	 	 	 	 	 	Shaw’s
    Littleton, NH	 	625
    Meadow Street	 	Littleton	 	New
    Hampshire	 	03561	 	7,500,000	 	4.7795%	 	120
	25	 	 	 	5X23V8	 	StorQuest
    Super Space	 	10815
    Double R Boulevard	 	Reno	 	Nevada	 	89521	 	7,480,000	 	4.6200%	 	120
	26	 	 	 	 	 	Carthay
    Circle Garden Plaza	 	955
    Carrillo Drive	 	Los
    Angeles	 	California	 	90048	 	7,250,000	 	4.8155%	 	120
	27	 	 	 	 	 	Fort
    Howard Square	 	410
    South Columbia Avenue	 	Rincon	 	Georgia	 	31326	 	7,100,000	 	4.5725%	 	119
	28	 	 	 	5X1QJ2	 	All
    Storage Paloma Creek	 	26740
    East University Drive	 	Little
    Elm	 	Texas	 	76227	 	7,000,000	 	3.9900%	 	120
	29	 	 	 	6VSZP9	 	Riverwalk
    Shopping Center	 	315
    Riverside Parkway	 	Rome	 	Georgia	 	30161	 	6,600,000	 	4.6050%	 	120
	30	 	 	 	 	 	Conyers
    Crossing	 	1485-1527
    Highway 138 Northeast	 	Conyers	 	Georgia	 	30013	 	5,960,000	 	4.6710%	 	119
	31	 	 	 	 	 	1300
    West Belmont	 	1300
    West Belmont Avenue	 	Chicago	 	Illinois	 	60657	 	5,600,000	 	4.9470%	 	120
	32	 	 	 	5X22L1	 	Shops
    at Eagle Point	 	1521
    North Custer Road	 	McKinney	 	Texas	 	75071	 	5,500,000	 	4.0400%	 	120
	33	 	 	 	 	 	Berryland
    Shopping Center	 	145
    West Pine Street	 	Ponchatoula	 	Louisiana	 	70454	 	5,094,593	 	5.0100%	 	119
	34	 	 	 	 	 	Newell
    Apartments	 	19-21,
    23, 25 and 27 Caldwell Street	 	Boston	 	Massachusetts	 	02129	 	4,900,000	 	4.8545%	 	120
	35	 	 	 	5X3EQ5	 	Park
    Plaza Shopping Center	 	12975
    Park Boulevard	 	Seminole	 	Florida	 	33776	 	4,550,000	 	4.5345%	 	120
	36	 	 	 	 	 	Farrell-Roeh
    MHC Portfolio	 	 	 	 	 	 	 	 	 	4,200,000	 	4.7680%	 	120
	36.01	 	 	 	 	 	Bayview
    Estates	 	400
    South Harkless Drive	 	Syracuse	 	Indiana	 	46567	 	 	 	 	 	 
	36.02	 	 	 	 	 	Eagles
    Nest Estates	 	877
    East Highway 6	 	Ligonier	 	Indiana	 	46767	 	 	 	 	 	 
	37	 	 	 	6VSTP6	 	Fiesta
    Plaza	 	7520
    South Rural Road	 	Tempe	 	Arizona	 	85283	 	3,740,000	 	4.4000%	 	119
	38	 	 	 	 	 	CVS
    Homosassa	 	3959
    South Suncoast Boulevard	 	Homosassa	 	Florida	 	34448	 	3,000,000	 	4.4000%	 	120
	39	 	 	 	 	 	Wagon
    Trail Industrial	 	4255
    A-B, 4385 Wagon Trail Avenue	 	Las
    Vegas	 	Nevada	 	89118	 	1,748,160	 	5.0445%	 	119


 









     


     


    







 


	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Maturity
    Date	 	Remaining
    Amortization Term (Mos.)	 	Servicing
    Fee Rate (%)	 	Subservicing
    Fee Rate (%)	 	Mortgage
    Loan Seller	 	Crossed
    Group	 	ARD
    (Yes / No)
	1	 	1	 	5XJBY6	 	590
    Madison Avenue	 	10/6/2025	 	0	 	0.00250%	 	0.00250%	 	GSMC	 	NAP	 	No
	2	 	2	 	5XKMW5	 	South
    Plains Mall	 	11/6/2025	 	0	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	3	 	3	 	5X2942	 	Westin
    Boston Waterfront	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	4	 	4	 	TBD	 	Element
    LA	 	11/6/2025	 	0	 	0.00250%	 	0.00250%	 	GSMC	 	NAP	 	No
	5	 	5	 	5X3DL7	 	Glenbrook
    Square	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	6	 	6	 	7NN2T5	 	Hammons
    Hotel Portfolio	 	9/6/2025	 	358	 	0.00250%	 	0.00250%	 	GSMC	 	NAP	 	No
	6.01	 	 	 	7NN2T5-1	 	Embassy
    Suites Concord, NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	 	 	7NN2T5-2	 	Embassy
    Suites Murfreesboro, TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	 	 	7NN2T5-3	 	Embassy
    Suites Norman, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	 	 	7NN2T5-4	 	Courtyard
    by Marriott Dallas/Allen, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	 	 	7NN2T5-7	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	 	 	7NN2T5-6	 	Embassy
    Suites Huntsville, AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.07	 	 	 	7NN2T5-5	 	Residence
    Inn by Marriott Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	7NWWG0	 	Deerfield
    Crossing	 	9/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	8	 	 	 	 	 	Clover
    Ridge East	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	9	 	 	 	5X1Q37	 	Edgewater
    Crossing Apartments	 	10/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	10	 	7	 	7NU368	 	GSA
    Portfolio	 	11/6/2025	 	360	 	0.00250%	 	0.02000%	 	GSMC	 	NAP	 	No
	10.01	 	 	 	7NU368-1	 	Mobile	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NU368-6	 	Savannah	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NU368-8	 	Covington	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NU368-5	 	Nashville	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NU368-14	 	Memphis
    - Midtown	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NU368-3	 	Atlanta	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NU368-13	 	Tallahassee	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7NU368-15	 	Elizabethtown	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7NU368-11	 	Greenville	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.10	 	 	 	7NU368-7	 	Birmingham	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.11	 	 	 	7NU368-16	 	Paducah	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.12	 	 	 	7NU368-2	 	Little
    Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.13	 	 	 	7NU368-12	 	Huntsville	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.14	 	 	 	7NU368-17	 	Columbus	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.15	 	 	 	7NU368-4	 	Memphis
    - North	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.16	 	 	 	7NU368-10	 	Frankfort	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.17	 	 	 	7NU368-19	 	Henderson	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.18	 	 	 	7NU368-18	 	Gadsden	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.19	 	 	 	7NU368-20	 	Bessemer	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.20	 	 	 	7NU368-23	 	Richmond	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.21	 	 	 	7NU368-21	 	Tullahoma	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.22	 	 	 	7NU368-22	 	Fairhope	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.23	 	 	 	7NU368-25	 	Lawrenceburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.24	 	 	 	7NU368-24	 	Moss
    Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	5X3ET9	 	Pine
    Creek Shopping Center	 	11/6/2025	 	0	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	12	 	 	 	 	 	Bernal
    Plaza	 	11/6/2025	 	0	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	13	 	8	 	7NY1D9	 	DoubleTree
    Hotel Universal	 	10/6/2025	 	359	 	0.00250%	 	0.00250%	 	GSMC	 	NAP	 	No
	14	 	9	 	7NWWH8	 	Lake
    Forest Place	 	9/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	15	 	 	 	6VT417	 	East
    Viking Plaza	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	16	 	 	 	 	 	Latham
    Crossing & Crossroads Plaza	 	10/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	17	 	 	 	5X1QL7	 	Firewheel
    Plaza Shopping Center	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	18	 	 	 	6VVPB4	 	Country
    Creek Commons	 	10/6/2025	 	359	 	0.00250%	 	0.05000%	 	GSMC	 	NAP	 	No
	19	 	 	 	7NUC92	 	Homewood
    Suites Charlotte	 	9/6/2025	 	298	 	0.00250%	 	0.05000%	 	GSMC	 	NAP	 	No
	20	 	 	 	7NFE69 	 	TownePlace
    Suites Redding	 	11/6/2025	 	360	 	0.00250%	 	0.05000%	 	GSMC	 	NAP	 	No
	21	 	 	 	6VT4G1	 	Extra
    Space Storage Gaithersburg	 	10/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	22	 	 	 	 	 	City
    Plaza I, II & III	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	23	 	 	 	7NYVE2	 	Walkers
    Village Shopping Center	 	10/6/2025	 	360	 	0.00250%	 	0.04000%	 	GSMC	 	NAP	 	No
	24	 	 	 	 	 	Shaw’s
    Littleton, NH	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	25	 	 	 	5X23V8	 	StorQuest
    Super Space	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	26	 	 	 	 	 	Carthay
    Circle Garden Plaza	 	11/6/2025	 	0	 	0.00500%	 	0.01000%	 	CCRE	 	NAP	 	No
	27	 	 	 	 	 	Fort
    Howard Square	 	10/6/2025	 	0	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	28	 	 	 	5X1QJ2	 	All
    Storage Paloma Creek	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	29	 	 	 	6VSZP9	 	Riverwalk
    Shopping Center	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	30	 	 	 	 	 	Conyers
    Crossing	 	10/6/2025	 	0	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	31	 	 	 	 	 	1300
    West Belmont	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	32	 	 	 	5X22L1	 	Shops
    at Eagle Point	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	GSMC	 	NAP	 	No
	33	 	 	 	 	 	Berryland
    Shopping Center	 	10/6/2025	 	359	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	34	 	 	 	 	 	Newell
    Apartments	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	35	 	 	 	5X3EQ5	 	Park
    Plaza Shopping Center	 	11/6/2025	 	0	 	0.00250%	 	0.07000%	 	GSMC	 	NAP	 	No
	36	 	 	 	 	 	Farrell-Roeh
    MHC Portfolio	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	36.01	 	 	 	 	 	Bayview
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	 	 	Eagles
    Nest Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	6VSTP6	 	Fiesta
    Plaza	 	10/6/2025	 	360	 	0.00250%	 	0.07000%	 	GSMC	 	NAP	 	No
	38	 	 	 	 	 	CVS
    Homosassa	 	11/6/2025	 	360	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No
	39	 	 	 	 	 	Wagon
    Trail Industrial	 	10/6/2025	 	359	 	0.00500%	 	0.02000%	 	CCRE	 	NAP	 	No





 



     


     


    




 


	Control
    Number	 	Footnotes	 	Loan
    Number	 	Property
    Name	 	Companion
    Loan Flag	 	Companion
    Loan Cut-off Balance	 	Companion
    Loan Interest Rate	 	Companion
    Loan Remaining Term To Maturity (Mos.)	 	Companion
    Loan Maturity Date	 	Companion
    Loan Remaining Amortization Term (Mos.)
	1	 	1	 	5XJBY6	 	590
    Madison Avenue	 	Yes	 	269,366,000	 	3.81500%	 	119	 	10/6/2025	 	0
	2	 	2	 	5XKMW5	 	South
    Plains Mall	 	Yes	 	130,000,000	 	4.22050%	 	120	 	11/6/2025	 	0
	3	 	3	 	5X2942	 	Westin
    Boston Waterfront	 	Yes	 	135,000,000	 	4.35800%	 	120	 	11/6/2025	 	360
	4	 	4	 	TBD	 	Element
    LA	 	Yes	 	98,000,000	 	4.59300%	 	120	 	11/6/2025	 	0
	5	 	5	 	5X3DL7	 	Glenbrook
    Square	 	Yes	 	102,000,000	 	4.27150%	 	120	 	11/6/2025	 	360
	6	 	6	 	7NN2T5	 	Hammons
    Hotel Portfolio	 	Yes	 	205,079,002	 	4.95350%	 	118	 	9/6/2025	 	358
	6.01	 	 	 	7NN2T5-1	 	Embassy
    Suites Concord, NC	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	 	 	7NN2T5-2	 	Embassy
    Suites Murfreesboro, TN	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	 	 	7NN2T5-3	 	Embassy
    Suites Norman, OK	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	 	 	7NN2T5-4	 	Courtyard
    by Marriott Dallas/Allen, TX	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	 	 	7NN2T5-7	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	 	 	7NN2T5-6	 	Embassy
    Suites Huntsville, AL	 	 	 	 	 	 	 	 	 	 	 	 
	6.07	 	 	 	7NN2T5-5	 	Residence
    Inn by Marriott Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	7NWWG0	 	Deerfield
    Crossing	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	 	 	Clover
    Ridge East	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	 	 	5X1Q37	 	Edgewater
    Crossing Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	7	 	7NU368	 	GSA
    Portfolio	 	Yes	 	27,384,375	 	4.90600%	 	120	 	11/6/2025	 	360
	10.01	 	 	 	7NU368-1	 	Mobile	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NU368-6	 	Savannah	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NU368-8	 	Covington	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NU368-5	 	Nashville	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NU368-14	 	Memphis
    - Midtown	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NU368-3	 	Atlanta	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NU368-13	 	Tallahassee	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7NU368-15	 	Elizabethtown	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7NU368-11	 	Greenville	 	 	 	 	 	 	 	 	 	 	 	 
	10.10	 	 	 	7NU368-7	 	Birmingham	 	 	 	 	 	 	 	 	 	 	 	 
	10.11	 	 	 	7NU368-16	 	Paducah	 	 	 	 	 	 	 	 	 	 	 	 
	10.12	 	 	 	7NU368-2	 	Little
    Rock	 	 	 	 	 	 	 	 	 	 	 	 
	10.13	 	 	 	7NU368-12	 	Huntsville	 	 	 	 	 	 	 	 	 	 	 	 
	10.14	 	 	 	7NU368-17	 	Columbus	 	 	 	 	 	 	 	 	 	 	 	 
	10.15	 	 	 	7NU368-4	 	Memphis
    - North	 	 	 	 	 	 	 	 	 	 	 	 
	10.16	 	 	 	7NU368-10	 	Frankfort	 	 	 	 	 	 	 	 	 	 	 	 
	10.17	 	 	 	7NU368-19	 	Henderson	 	 	 	 	 	 	 	 	 	 	 	 
	10.18	 	 	 	7NU368-18	 	Gadsden	 	 	 	 	 	 	 	 	 	 	 	 
	10.19	 	 	 	7NU368-20	 	Bessemer	 	 	 	 	 	 	 	 	 	 	 	 
	10.20	 	 	 	7NU368-23	 	Richmond	 	 	 	 	 	 	 	 	 	 	 	 
	10.21	 	 	 	7NU368-21	 	Tullahoma	 	 	 	 	 	 	 	 	 	 	 	 
	10.22	 	 	 	7NU368-22	 	Fairhope	 	 	 	 	 	 	 	 	 	 	 	 
	10.23	 	 	 	7NU368-25	 	Lawrenceburg	 	 	 	 	 	 	 	 	 	 	 	 
	10.24	 	 	 	7NU368-24	 	Moss
    Point	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	5X3ET9	 	Pine
    Creek Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	12	 	 	 	 	 	Bernal
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	8	 	7NY1D9	 	DoubleTree
    Hotel Universal	 	Yes	 	31,465,734	 	4.90000%	 	119	 	10/6/2025	 	359
	14	 	9	 	7NWWH8	 	Lake
    Forest Place	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	6VT417	 	East
    Viking Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	 	 	Latham
    Crossing & Crossroads Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	5X1QL7	 	Firewheel
    Plaza Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	6VVPB4	 	Country
    Creek Commons	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	7NUC92	 	Homewood
    Suites Charlotte	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	7NFE69 	 	TownePlace
    Suites Redding	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	 	 	6VT4G1	 	Extra
    Space Storage Gaithersburg	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	City
    Plaza I, II & III	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	 	 	7NYVE2	 	Walkers
    Village Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	 	 	Shaw’s
    Littleton, NH	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	5X23V8	 	StorQuest
    Super Space	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	 	 	Carthay
    Circle Garden Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	 	 	 	 	Fort
    Howard Square	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	5X1QJ2	 	All
    Storage Paloma Creek	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	 	 	6VSZP9	 	Riverwalk
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	 	 	Conyers
    Crossing	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	 	 	1300
    West Belmont	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	 	 	5X22L1	 	Shops
    at Eagle Point	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	Berryland
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	 	 	Newell
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	 	 	5X3EQ5	 	Park
    Plaza Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	 	 	Farrell-Roeh
    MHC Portfolio	 	 	 	 	 	 	 	 	 	 	 	 
	36.01	 	 	 	 	 	Bayview
    Estates	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	 	 	Eagles
    Nest Estates	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	6VSTP6	 	Fiesta
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	 	 	CVS
    Homosassa	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	 	 	 	 	Wagon
    Trail Industrial	 	 	 	 	 	 	 	 	 	 	 	 


  



	1	The
    Cut-off Date Principal Balance of $100,000,000 represents the non-controlling note A-2 of a $650,000,000 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-3 and the controlling subordinate note B. Note A-1 ($169,366,000) and note B ($280,634,000),
    with an aggregate principal balance of $450,000,000 as of the Cut-off Date, are expected to be contributed to the GSMS 2015-590M
    transaction and note A-3, with a principal balance of $100,000,000 as of the Cut-off Date, 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 590 Madison Senior Companion Loans. Based on the 590 Madison Whole Loan
    the Cut-off Date and Maturity Date LTV Ratios are both 43.3%, the DSCR Based on Underwritten NOI / NCF are 2.15x / 2.14x and
    the Debt Yield Based on Underwritten NOI / NCF are both 8.3%.
	2	The Cut-off
    Date Principal Balance of $70,000,000 represents the controlling note A-1 of a $200,000,000 whole loan evidenced by three
    pari passu notes.  The non-controlling companion loans, evidenced by note A-2 and note A-3 with an aggregate principal
    balance as of the Cut-off Date of $130,000,000, 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 $200,000,000.
	3	The Cut-off
    Date Principal Balance of $70,000,000 represents the controlling note A-1 of a $205,000,000 whole loan evidenced by three
    pari passu notes. The companion loans, evidenced by note A-2 and note A-3 with an aggregate principal balance of
    $135,000,000, 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 $205,000,000.
	4	The Cut-off
    Date Principal Balance of $70,000,000 represents a non-controlling note of a $168,000,000 whole loan evidenced by three pari
    passu notes.  The aggregate companion loan balance of $98,000,000 is evidenced by a controlling note with a principal
    balance of $84,000,000 as of the Cut-off Date which is currently held by Cantor Commercial Real Estate Lending, L.P. and a
    $14,000,000 non-controlling note, which is currently held by Goldman Sachs Mortgage Company, both of which 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 $168,000,000.
	5	The Cut-off
    Date Principal Balance of $60,000,000 represents the controlling note A-1 of a $162,000,000 whole loan evidenced by two pari
    passu notes. The non-controlling companion loan, evidenced by note A-2 with a principal balance as of the Cut-off
    Date of $102,000,000, is expected to be contributed to one or more future securitization transactions. Cut-off
    Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield
    on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $162,000,000.
	6	The Cut-off
    Date Principal Balance of $45,146,314 represents the non-controlling note A-3 of a $250,800,000 whole loan evidenced by four
    pari passu notes. The related companion loans are respectively evidenced by the controlling note A-1 with a principal balance
    of $99,770,859 as of the Cut-off Date, which was contributed to the Citigroup Commercial Mortgage Trust 2015-GC33, Commercial
    Mortgage Pass-Through Certificates, Series 2015-GC33 (“CGCMT 2015-GC33”) transaction, a non-controlling note A-2
    with a principal balance of $72,333,873 as of the Cut-off Date, which was contributed to the Goldman Sachs Mortgage Securities
    Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates Series 2015-GC34 (“GSMS 2015-GC34”) and note A-4
    with an outstanding principal balance of $32,974,269, which is expected to be contributed to one or more future securitization
    transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten
    Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off
    Date Balance of $250,225,315.
	7	The Cut-off
    Date Principal Balance of $27,384,375 represents the controlling note A-1 of a $54,768,750 whole loan evidenced by two pari
    passu notes. The companion loan, evidenced by note A-2 with a principal balance of $27,384,375, is expected to
    be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
    Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan
    Per Unit calculations are based on the aggregate Cut-off Date Balance of $54,768,750.
	8	The Cut-off
    Date Principal Balance of $19,478,787 represents the non-controlling note A-2 of a $50,944,521 whole loan evidenced by three
    pari passu notes. The companion loans are evidenced by note A-1 with a principal balance as of the Cut-off Date
    of $18,479,875, which was contributed to the GSMS 2015-GC34 transaction and note A-3 with a principal balance as of the Cut-off
    Date of $12,985,858, which is expected to be contributed to one or more future securitization transactions. Cut-off
    Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield
    on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
	9	The Cut-off
    Date LTV Ratio and Maturity Date LTV Ratio are each calculated based on the “as-is” appraised value of $23,000,000
    plus a $1,819,000 capital deduction (for which the borrower reserved $1,819,300) related to planned capital projects. The
    Cut-off Date LTV Ratio and the Maturity Date LTV Ratio calculated without adjusting for the capital deduction are 80.9%
    and 70.8%, respectively.


 






     


     


    








 


EXHIBIT C


 


FORM OF REQUEST FOR RELEASE

(for Trustee/Custodian/Certificate Administrator)


 


Loan
Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________

Custodian/Trustee



Name: __________________





		Address:	__________________

__________________

__________________





Custodian/Trustee Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


		Certificates:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1,
Class [____]



 


The undersigned [Master
Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] hereby acknowledges that it has received from Wells
Fargo Bank, National Association, as Custodian, for the Holders of GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through
Certificates, Series 2015-GS1, 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 November 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer.


 


(  )          Note
dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the
Trustee.


 


(  )          Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State
of _________________ in book/reel/docket ___________ of official records at page/image ________.


 


(  )          Deed
of Trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 






    	Exhibit C-1



    	 



    

 


(  )          Assignment
of Mortgage or Deed of Trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s
Office of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


 


(  )          Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgage.


 


(  )          ___________________________


 


(  )          ___________________________


 


(  )          ___________________________


 


(  )          ___________________________


 


The undersigned [Master
Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] hereby acknowledges and agrees as follows:


 


(i)          The [Master Servicer][Special
Servicer][Other Master Servicer][Other 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 Agreement.


 


(ii)         The [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered
by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] assert or seek to assert any claims or rights of set-off to or against
the Documents or any proceeds thereof.


 


(iii)        The [Master
Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall return the Documents to the Custodian when the
need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Collection Account and except as expressly provided in the Agreement.


 


(iv)        The Documents
and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special
Servicer][Other Master Servicer][Other Special Servicer] shall at all times be earmarked for the account of the Trustee, and the
[Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer] shall keep the Documents and any proceeds separate
and distinct from all other property in the [Master Servicer][Special Servicer][Other Master Servicer][Other Special Servicer]’s
possession, custody or control.


 






    	Exhibit C-2



    	 



    

 





	 	[                     ]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Dated:



 






    	Exhibit C-3



    	 



    

 


EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 






    	Exhibit D-1



    	 



    

 


 




	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Exchangeable Class Detail	4	 	 	 
	 	 	 	 	Reconciliation Detail	5	 	 	 
	 	 	 	 	Other Required Information	6	 	 	 
	 	 	 	 	Cash Reconciliation Detail	7	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	8-10	 	 	 
	 	 	 	 	Mortgage Loan Detail	11	 	 	 
	 	 	 	 	NOI Detail	12	 	 	 
	 	 	 	 	Principal Prepayment Detail	13	 	 	 
	 	 	 	 	Historical Detail	14	 	 	 
	 	 	 	 	Delinquency Loan Detail	15	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	16-17	 	 	 
	 	 	 	 	Advance Summary	18	 	 	 
	 	 	 	 	Modified Loan Detail	19	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	20	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	21	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	22-23	 	 	 
	 	 	 	 	Defeased Loan Detail	24	 	 	 
	 	 	 	 	Supplemental Reporting	25	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Operating Advisor	 	 
	 	 	GS
                                         Mortgage Securities Corporation II 
	 	 	 	Midland
    Loan Services 	 	 	 	
Wells Fargo Bank, National Association	 	 	 	
Situs Holdings, LLC	 	 
	 	 		 	 	 	A Division of PNC Bank, N.A. 	 	 	 	550 S. Tryon Street, 14th Floor	 	 	 	2 Embarcadero Center, Suite 1300	 	 
	 	 	200 West Street	 	 	 	10851 Mastin Street, Building 82 	 	 	 	Charlotte, NC 28202	 	 	 	San Francisco, CA 94111	 	 
	 	 	New York, NY 10282	 	 	 	Overland Park, KS 66210 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Contact:	 	 	 	Contact:	 	 	 	 	 	 
	 	 	Contact:  Leah Nivison	 	 	 	Heather Wagner	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Contact:      George Wisniewski	 	 
	 	 	Phone Number:  (212) 902-1000	 	 	 	Phone Number: (913) 253-9570	 	 	 	Phone Number:      (866) 898-1615	 	 	 	Phone Number: (415) 374-2832	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from
    information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the
    information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information
    and special notices.  In addition, certificateholders may register online for email notification when special notices
    are posted.  For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








  


Page
1 of 25












    	D-1



    	 



    

 







	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1
Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (2)	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-AB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                     Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i)
                     the ending balance of the designated class and (ii) the ending certificate balance of all classes which are
                     not subordinate to the designated class and dividing the result by (A).


        (2)
        The initial certificate balance of the Class A-S, Class B, and Class C certificates represents the certificate balance
        of such class without giving effect to any exchanges. For details on the current status and payments of Class PEZ, see
        page 4.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


Page
2 of 25



    	D-2



    	 



    




	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1
Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-AB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 








 


Page
3 of 25






    	D-3



    	 



    

 







	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1
Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exchangeable
    Class Detail
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class\

    Component	CUSIP	Pass-Through

    Rate	Original

    Balance	Beginning

    Balance	Principal

    Distribution	Interest

    Distribution	Prepayment

    Premium	Realized
    Loss /

    Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A-S Regular Interest Breakdown	 	 	 	 	 	 	 	 
	 	 	A-S
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	A-S
    (PEZ)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	B Regular Interest Breakdown	 	 
	 	 	B
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	B
    (PEZ)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	C Regular Interest Breakdown	 	 
	 	 	C
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	C
    (PEZ)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class PEZ Detail 	 	 
	 	 	 	 	 
	 	 	Class\

    Component	CUSIP	Pass-Through

    Rate	Original

    Balance	Beginning

    Balance	Principal

    Distribution	Interest

    Distribution	Prepayment

    Premium	Realized
    Loss /

    Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	 	 
	 	 	PEZ	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 








Page
4 of 25



    	D-4



    	 



    

 


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-AB	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	F	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	G	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 













  


Page
5 of 25





    	D-5



    	 



    





	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1)
        The Available Distribution Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page
6 of 25



    	D-6



    	 



    






 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Midland Loan
    Services	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wilmington Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee
    - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Operating Advisor Fee- Situs Holdings, LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	 	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 

Page
7 of 25


    	D-7



    	 



    








	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page
8 of 25


    	D-8



    	 



    
 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Page
9 of 25



    	D-9



    	 



    





	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Debt Service Coverage Ratios are updated periodically
    as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer
    is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee
    makes no representations as to the accuracy of the data provided by the borrower for this calculation.	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated
    based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity
    date. 	 	 
	 	(3) Data in this table was calculated by allocating
    pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed
    in the offering document. 	 
	 	 	 	 	 


 


Page
10 of 25


    	D-10



    	 



    

 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon 	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 

Page
11 of 25


    	D-11



    	 



    

 

	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


 ;

Page
12 of 25


    	D-12



    	 



    


 







 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 

Page
13 of 25


    	D-13



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 

Page
14 of 25


    	D-14



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-	Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	-	One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	-	Two Months Delinquent	5	-	Non Performing Matured Balloon 	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	-	Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


 

Page
15 of 25


    	D-15



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	Multi-Family	OF	-	Office	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	Retail	MU	-	Mixed use	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	Health Care	LO	-	Lodging	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	Industrial	SS	-	Self Storage	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	 	MH	-	Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




Page
16 of 25


    	D-16



    	 



    


 







 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced
    Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date 	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


Page
17 of 25


    	D-17



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 

Page
18 of 25


    	D-18



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


 

Page
19 of 25


    	D-19



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page
20 of 25


    	D-20



    	 



    



 






	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page
21 of 25




    	D-21



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Page
22 of 25


    	D-22



    	 



    


 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
     (Shortfalls)/

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Page
23 of 25


    	D-23



    	 



    

 







	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 

Page
24 of 25


    	D-24



    	 



    
 


	 	 	 	 
		GS Mortgage Securities
    Trust 2015-GS1

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GS1	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	12/1/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


Page
25 of 25




    	D-25



    	 



    





 


 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE 

FOR RULE 144A GLOBAL CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(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 – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. 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 Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the 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 E-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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee
is an institution.


 


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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


 





	 	[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 E-2



    	 



    

 


EXHIBIT F


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(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 – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial
Mortgage Pass-Through Certificates, Series 2015-GS1, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. 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 Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;


 






    	Exhibit F-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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 


(4)         the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)         the transferee
is an institution.


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred
in a transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


 








	 	[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.


 


**   Select (i) or (ii), as
applicable.


 






    	Exhibit F-2



    	 



    

 




EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.03(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 – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. 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 Global Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such
Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 





 



 


*     Select appropriate depository.


 






    	Exhibit G-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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


 








	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	Dated: 	 	 



 


cc: GS Mortgage Securities Corporation II


 






    	Exhibit G-2



    	 



    

 


EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(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 – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. 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 Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is an institution that 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.


 





 



 


*     Select, as applicable.


 






    	Exhibit H-1



    	 



    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


 





	 	Dated:	 	 



 


		By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 






    	Exhibit H-2



    	 



    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL 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 – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. 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 Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the 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 I-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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee
is an institution.


 


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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


 











	 	[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 NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL 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 – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. 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 Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), 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 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; and


 


(5)          the transferee
is an institution.


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being
transferred in a transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


 











	 	[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.


 


**   Select (i) or (ii), as
applicable.


 






    	Exhibit J-2



    	 



    

 



EXHIBIT K


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL 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 – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. 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 Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 






    	Exhibit K-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, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.


 














	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	Dated: 	 	 



  


cc: GS Mortgage Securities Corporation II.


 






    	Exhibit K-2



    	 



    

 


EXHIBIT L-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1 (the “Certificates”) issued pursuant to the Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


Capitalized terms not
defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.           I am a [______]
of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.           The Purchaser is
acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits
(each, a “REMIC”) designated as the “Lower-Tier REMIC” and “Upper-Tier REMIC,”
respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal Revenue
Code of 1986 (the “Code”).


 


3.           The Purchaser is
not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the Class R Certificates
for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership
thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is


 






    	Exhibit L-1-1



    	 



    

 


any of the following: (i) the
United States, a State or any political subdivision of a State, any possession of the United States or any agency or instrumentality
of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit),
(ii) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (iii) an
organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated
business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates
(except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives
described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar based upon an opinion
of counsel to the effect that any transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify
as a REMIC at any time that the Certificates are outstanding. The terms “United States”, “State”
and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor
provisions thereto.


 


4.           The Purchaser acknowledges
that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent
for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.           The Purchaser is
a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent of such Person
other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide
an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer
of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S.
partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under
the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a
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.


 


6.           No purpose of the
acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.           The Purchaser will
not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax 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:


 






    	Exhibit L-1-2



    	 



    

 


(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.


 


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.


 






    	Exhibit L-1-3



    	 



    

 


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 to
any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and agreement or as
to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including
a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.         The Purchaser
represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.         The Purchaser
consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.         The Purchaser
has reviewed the provisions of Section 5.03 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 of the Lower-Tier REMIC and Upper-Tier
REMIC pursuant to Section 4.04 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:


 






    	Exhibit L-1-4



    	 



    

 




















	 	By:	 
	 	 	Name:
	 	 	Title:


  


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 L-1-5



    	 



    

 



EXHIBIT L-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 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial
Mortgage Pass-Through Certificates, Series 2015-GS1, Class R



 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of November 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer. 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 Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as
defined in such Transfer Affidavit and Agreement and has no actual knowledge or reason to know that the Transferee’s representations
in such Transfer Affidavit and Agreement are false.


 


(3)          The Transferor
has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has found no significant


 






    	Exhibit L-2-1



    	 



    

 


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 for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit L-2-2



    	 



    

 


EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services – GS 2015-GS1


 


Wells Fargo Bank, National
Association

as Trustee


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	GS
Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial Certificate Principal Amount] [_____% Percentage Interest]
of GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass Through Certificates, Series 2015-GS1, Class [_], CUSIP No.
[____] (the “Certificates”), issued pursuant to that certain Pooling and Servicing Agreement, dated as of November
1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs
Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and
Wells Fargo Bank, National Association, as Special Servicer. Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






    	Exhibit L-3-1



    	 



    

 


In connection with such
transfer, the Purchaser hereby represents and warrants to you that with respect to the Class E, Class F, Class G and Class R Certificates,
the Purchaser is not and will not be (i) a retirement plan or other employee benefit plan or arrangement, including an individual
retirement account or a Keogh plan, which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law
(“Similar Law”) that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each,
a “Plan”), or (ii) a collective investment fund, the assets of which are considered Plan assets under the U.S.
Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA or for purposes of Similar Law, an insurance
company using assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA
or Similar Law to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of any such Plan,
other than (with respect to any transfer of a Class E, Class F or Class G Certificate) an insurance company using assets of its
general account under circumstances whereby such purchase and the subsequent holding of Certificate(s) by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60 or, as applicable, would not constitute a non-exempt violation of Similar Law.


 






    	Exhibit L-3-2



    	 



    

 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.





	 	 	 
	 	Very truly yours,
	 	 
	 	[INSERT NAME OF PURCHASER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit L-3-3



    	 



    

 

EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION
LETTER


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services – GS 2015-GS1


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


		Re:	GS
Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1, Class [__]



 


Ladies and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer, on behalf of the holders of Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 (the
“Certificates”) in connection with the transfer by [ ] (the “Seller”) to the undersigned
(the “Purchaser”) of $_____ aggregate [Certificate Principal Amount][Notional Amount] of Class [ ] Certificates
[representing a [ ]% Percentage Interest in the related Class], in certificated fully registered form (such registered interest,
the “Certificate”). Terms used but not defined herein shall have the meanings ascribed thereto in the Pooling
and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


[For Institutional Accredited
Investors only]1.          The Purchaser is an institutional “accredited investor” (an “Institutional Accredited
Investor”, i.e., an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts
for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring
the Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor)


 






    	Exhibit L-4-1



    	 



    

 


as
to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for
any costs incurred by it in connection with this transfer.


 


[For Qualified Institutional
Buyers only]1.The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


2.          The Purchaser’s
intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for resale to (i) “qualified
institutional buyers” in transactions complying with Rule 144A, or (ii) Institutional Accredited Investors under the Securities
Act, pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause
(ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate
Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including
applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it
in connection with the proposed transfer. It understands that the Certificate (and any subsequent Non-Book Entry Certificate) has
not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.


 


3.          The Purchaser acknowledges
that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the
Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be reoffered, resold,
pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


 


4.          The Purchaser has
reviewed the applicable Offering Circular dated November [_], 2015, relating to the Certificates (the “Offering Circular”)
and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Offering Circular.


 


5.          The Purchaser hereby
undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Non-Book
Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it
were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The Purchaser will
not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.03 of the Pooling and Servicing
Agreement.


 






    	Exhibit L-4-2



    	 



    

 


7.          Check one of the
following:


 


☐The
Purchaser is a “U.S. Tax Person” 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 Administrator (or its agent) with respect to Distributions to be made on the Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E, as applicable, (or successor form), which identifies
such Purchaser as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two
duly executed copies of IRS Form W-8IMY (and all appropriate attachment) 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(s) and state that interest and original
issue discount on the Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Administrator updated IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY or IRS Forms
W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator 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
Administrator.


 


For the purposes of this
paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except
to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
such U.S. 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).


 


Please
make all payments due on the Certificates:**


 


(a)          by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Account number:                                                                                



Institution:                                                                                           


 


(b)          by
mailing a check or draft to the following address:


 





 



 

**          Please
select (a) or (b).

 






    	Exhibit L-4-3



    	 



    

 


                                                                                                               



                                                                                                               



                                                                                                               








	 	 	 
	 	Very truly yours,
	 	 
	 	[INSERT NAME OF PURCHASER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________________, 20__


 






    	Exhibit L-4-4



    	 



    

 


EXHIBIT
M-1A



FORM OF INVESTOR CERTIFICATION FOR OBTAINING INFORMATION AND NOTICES


 


(FOR PERSONS OTHER THAN THE CONTROLLING
CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Midland Loan Services,
a Division of

        PNC Bank, National
Association

        10851 Mastin Street

        Overland Park,
Kansas 66210

        Attention:
        Executive Vice President – 

        Division Head

        

         
	 	
        Wells Fargo Bank, National Association Commercial Mortgage
Special Servicing

MAC D1086

550 South Tryon Street

        Charlotte, North Carolina 28202

        Attention: GS 2015-GS1 Special 

Servicing – Daniel
Marthinsen

	 	 	 
	
        Wilmington Trust,
National Association

as Trustee

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: Account Name – GSMS 2015-GS1

         
	 	
        Wells Fargo Bank,
National Association

as Certificate Administrator

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

         

	
        Situs Holdings, LLC

2 Embarcadero, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President
	 	 




 


	Attention:	Corporate Trust Services (CMBS) - GS Mortgage Securities
Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates Series 2015-GS1



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the
“Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as
Special Servicer, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 






    	Exhibit M-1A-1



    	 



    

 


1.          The undersigned
is a [[certificateholder][beneficial owner][prospective purchaser] of the Class ___ Certificates][Companion Loan Holder or its
representative (as defined in the Agreement)] and is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.          The undersigned
has received a copy of the Prospectus Supplement and the Prospectus.1


 


3.          The undersigned
is not a Borrower Party.


 


4.          The undersigned
is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master Servicer’s
website][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 Agreement, provided, however, that the confidentiality
requirement detailed below shall not apply to information which (i) is already in the undersigned’s possession, (ii) is or
becomes publicly available other than as a result of a disclosure by the undersigned in breach of this Agreement or (iii) is or
becomes available to the undersigned from a source other than the [Master Servicer’s website][Certificate Administrator’s
Website].


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Master Servicer or Certificate Administrator,
as applicable, 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, unless required to do so
by law, regulation or legal, judicial, or administrative process.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          The undersigned
agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website], the undersigned
is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 





 



 

1  Only required for a certificateholder or a beneficial
owner.

 



    	Exhibit M-1A-2



    	 



    

 


7.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.





	 	 	 	 	 	 
	 	[Certificateholder][Beneficial
	 	Owner][Prospective Purchaser][Companion
	 	Loan Holder or its representative]
	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 
	 	Company:	 
	 	 	 
	 	Phone:	 	 


 






    	Exhibit M-1A-3



    	 



    

 


EXHIBIT M-1B


 


FORM OF INVESTOR CERTIFICATION FOR
NON-BORROWER PARTY


 


(FOR THE CONTROLLING CLASS REPRESENTATIVE
AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Midland Loan Services,
a Division of

        PNC Bank, National
Association

        10851 Mastin Street

        Overland Park,
Kansas 66210

        Attention:
        Executive Vice President – 

        Division Head

        

        

         
	 	
        Wells Fargo Bank, National Association Commercial Mortgage
Special Servicing

MAC D1086

550 South Tryon Street

        Charlotte, North Carolina 28202

        Attention: GS 2015-GS1 

Special Servicing – Daniel Marthinsen

         

	
        Wilmington Trust,
National Association

as Trustee

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: Account Name – GSMS 2015-GS1

         
	 	
        Wells Fargo Bank,
National Association

as Certificate Administrator

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

         

	
        Situs Holdings, LLC

2 Embarcadero, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President
	 	 


 


		Attention:	Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GS1,
Commercial Mortgage Pass-Through Certificates Series 2015-GS1



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015
(the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 






    	Exhibit M-1B-1



    	 



    

 


1.          The undersigned
is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.          The undersigned
is not a Borrower Party.


 


3.          The undersigned
is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website, provided, however, that the confidentiality requirement detailed below shall not apply to information
which (i) is already in the undersigned’s possession, (ii) is or becomes publicly available other than as a result of a disclosure
by the undersigned in breach of this Agreement or (iii) is or becomes available to the undersigned from a source other than the
Certificate Administrator’s Website.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Master Servicer or Certificate Administrator,
as applicable, 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, unless required to do so
by law, regulation or legal, judicial, or administrative process.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.          At any time the
undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification attached
as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notice attached as Exhibit M-1D
and Exhibit M-1E to the Agreement.


 


6.          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 hereby agrees that it (i) will not directly or indirectly provide such Excluded
Information to (A) the related Mortgagor, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned,
(D) any Affiliate involved in the management of any investment in the related Mortgagor or the related Mortgaged Property, (E)
any related Restricted Mezzanine Holder, (F) the related Manager or (G) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Mortgagor, and (ii) will maintain


 






    	Exhibit M-1B-2



    	 



    

 


sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


7.          The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


 


8.          The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


9.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.





	 	 	 	 	 	 
	 	[The Controlling Class Representative][a
	 	Controlling Class Certificateholder]
	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 
	 	Company:	 
	 	 	 
	 	Phone:	 	 


 






    	Exhibit M-1B-3



    	 



    

 

EXHIBIT M-1C


 


FORM OF INVESTOR CERTIFICATION FOR
BORROWER PARTY


 


(FOR THE CONTROLLING CLASS REPRESENTATIVE
AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Midland Loan Services,
a Division of

        PNC Bank, National
Association

        10851 Mastin Street

        Overland Park,
Kansas 66210

        Attention:
        Executive Vice President – 

        Division Head

        

        

         
	 	
        Wells Fargo Bank, National Association Commercial Mortgage
Special Servicing

MAC D1086

550 South Tryon Street

        Charlotte, North Carolina 28202

        Attention: GS 2015-GS1 Special 

Servicing – Daniel Marthinsen

         

	
        Wilmington Trust,
National Association

as Trustee

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: Account Name – GSMS 2015-GS1

         
	 	
        Wells Fargo Bank,
National Association

as Certificate Administrator

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

         

	
        Situs Holdings, LLC

2 Embarcadero, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President
	 	 


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates,
Series 2015-GS1



 


In accordance with
Section 4.02(a) of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer, with respect
to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    	Exhibit M-1C-1



    	 



    

 


1.          The undersigned
is [the Controlling Class Representative][a holder of [ ]% of the Controlling Class by Certificate Balance].


 


2.          The undersigned
is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Loans”):


 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


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 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.          Except with
respect to the Excluded Controlling Class Loans, the undersigned is requesting access pursuant to the Agreement to certain information
(the “Information”) on the Certificate Administrator’s Website.


 


In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or 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 Trustee, 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, unless required to do so by law.


 


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
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Agreement) relating to the Excluded Controlling Class Loans 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 Agreement.


 






    	Exhibit M-1C-2



    	 



    

 


6.          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 Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          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 hereby agrees that it (i) will not directly or indirectly provide such Excluded
Information to (A) the related Mortgagor, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned,
(D) any Affiliate involved in the management of any investment in the related Mortgagor or the related Mortgaged Property, (E)
any related Restricted Mezzanine Holder, (F) the related Manager or (G) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Mortgagor, 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.


 


8.          The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


 


9.          The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


10.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the 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 day and year written above.





	 	 	 	 	 	 
	 	[The Controlling Class Representative][a
	 	Controlling Class Certificateholder]
	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 
	 	Company:	 
	 	 	 	 









    	Exhibit M-1C-3



    	 



    

 

 



EXHIBIT M-1D


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Midland Loan Services,
a Division of

        PNC Bank, National
Association

        10851 Mastin Street

        Overland Park, Kansas
66210

        Attention: Executive Vice President – Division
        Head

         
	 	
        Wells Fargo Bank, National Association Commercial Mortgage
Special Servicing

MAC D1086

550 South Tryon Street

        Charlotte, North Carolina 28202

        Attention: GS 2015-GS1 Special Servicing – Daniel Marthinsen

         

	
        Wilmington Trust,
National Association

as Trustee

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: Account Name – GSMS 2015-GS1

         
	 	
        Wells Fargo Bank,
National Association

as Certificate Administrator

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

         

	
        Situs Holdings, LLC

2 Embarcadero, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President
	 	 


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates,
                                                                               Series 2015-GS1



 


THIS NOTICE IDENTIFIES AN “EXCLUDED
CONTROLLING CLASS LOAN” RELATING TO THE GS MORTGAGE SECURITIES TRUST 2015-GS1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2015-GS1, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with Section 4.02(a) of the
Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”), between GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and


 



    	Exhibit M-1D-1



    	 



    

 


Wells Fargo Bank, National Association, as Special Servicer, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is [the Controlling
Class Representative] [a holder of [__]% of the Controlling Class, by Certificate Balance,] as of the date hereof.


 


2.          The undersigned has become an Excluded
Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded Controlling Class Loans”):


 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


3.          If the undersigned is either (a) a holder
of 50% or more of the Controlling Class or (b) the Controlling Class Representative, then in each case with respect to the Mortgage
Loans listed herein, each Mortgage Loan shall be an “Excluded Loan”, as defined in the Agreement. In addition, each
of the recipients to this notice are hereby notified that Consultation Termination Event and a Control Termination Event is hereby
deemed to occur with respect to each Mortgage Loan listed herein.


 


4.          The undersigned hereby requests termination
of access to any Excluded Information relating to such Excluded Controlling Class Loans. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information related to the Excluded Controlling Class Loans and made
available on the Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it (i) is no
longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Loans, (ii) has delivered notice of
the termination of the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor Certification in
accordance with Section 4.02(a) of the Agreement.


 


5.          The undersigned agrees to indemnify
and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers 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 Controlling Class Loans listed in Paragraph 2 above.


 


6.          The undersigned agrees that each time
it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the representations
and covenants contained herein remain true and correct.


 



    	Exhibit M-1D-2



    	 



    

 


7.          The undersigned hereby certifies that
an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.





	 	 	 
	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	By:	 
	 	Name:
	 	Title: 
	 	Phone:
	 	Email:
	 	Address







 



    	Exhibit M-1D-3



    	 



    

 


EXHIBIT M-1E


 


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 – GS 2015-GS1


cts.cmbs.bond.admin@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association


8480 Stagecoach Circle


Frederick, Maryland 21701-4747


Attention: GS 2015-GS1


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to GS 2015-GS1 Mortgage Trust
Commercial Mortgage Pass-Through Certificates



 


In accordance with Section 4.02(a) 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] [a holder of [__%] of the Controlling Class, by Certificate Balance] as of the date hereof.


 


2.           The undersigned has become an Excluded
Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded Controlling Class Loans”):


 


	Mortgage Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 



    	Exhibit M-1E-1



    	 



    

 


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 2015-GS1 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 Controlling Class Loans
on the Certificate Administrator’s website unless and until it (i) is no longer an Excluded Controlling Class Holder with
respect to such Excluded Controlling Class Loans, (ii) has delivered notice of the related Excluded Controlling Class Holder status
and (iii) has submitted an investor certification in the form of Exhibit M-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 be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.


	 	 	 
	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	By:	 
	 	Name:
	 	Title: 
	 	Phone:
	 	Email:
	 	Address





 


The undersigned hereby acknowledges that


 



    	Exhibit M-1E-2



    	 



    

 


access to CTSLink has been revoked for


the users listed in Paragraph 3.





	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 
	Certificate Administrator	 
	 	 	 
	Name:	 




 




    	Exhibit M-1E-3



    	 



    

 


EXHIBIT M-1F


 


FORM OF CERTIFICATION OF CONTROLLING
CLASS REPRESENTATIVE


 


	
        Midland Loan Services,
a Division of

        PNC Bank, National
Association

        10851 Mastin Street

        Overland Park, Kansas
66210

        Attention: Executive Vice President – Division
Head

         
	 	
        Wells Fargo Bank, National Association Commercial Mortgage
Special Servicing

MAC D1086

550 South Tryon Street

        Charlotte, North Carolina 28202

        Attention: GS 2015-GS1 Special Servicing – Daniel
Marthinsen

	
        Wilmington Trust,
National Association

as Trustee

        1100 North Market Street

        Wilmington, Delaware, 19890

        Attention: Account Name – GSMS 2015-GS1

         
	 	
         

        Wells Fargo Bank,
National Association

as Certificate Administrator

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

         

	
        Situs Holdings, LLC

2 Embarcadero, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President
	 	GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates,
                                                                                 Series 2015-GS1



 


In accordance with
Section 6.09(d) of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer, with respect
to the above-referenced certificates (the “Certificates”), 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.


 



    	Exhibit M-1F-1



    	 



    

 


3.          If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification attached
as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notice attached as Exhibit
M-1D to the Pooling and Servicing Agreement.


 


4.          [[For each Certification
other than the Closing Date Certification]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.]


 


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 be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.]





	 	 	 
	 	[The Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




 



    	Exhibit M-1F-2



    	 



    

 


EXHIBIT M-2A


 


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS FOR 

NON-BORROWER PARTY


 


[Date] 


Wells Fargo
Bank, National Association


9062 Old
Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS)


 


		Attention:	Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GS1,
Commercial Mortgage Pass-Through Certificates Series 2015-GS1



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015
(the “Agreement”), between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee (the “Trustee”), Situs Holdings,
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo
Bank, National Association, as Special Servicer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is a [Certificateholder][Beneficial Owner] of the Class ___ Certificates.


 


2.          The undersigned
has received a copy of the Prospectus Supplement and the Prospectus.


 


3.          The undersigned
is not a Borrower Party.


 


4.          The undersigned
intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an Affiliate Ethical Wall
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor, as applicable.



 



    	Exhibit M-2A-1



    	 



    

 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 


5.           The undersigned
shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.           Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


	 	 	 
	 	[Certificateholder][Beneficial Owner]
	 	 	 
	 	By:	 


 


	 	Name:	 


 


	 	Title:	 


 


	 	Company:	 





	 	Phone:	 


 



    	Exhibit M-2A-2



    	 



    

 


EXHIBIT M-2B


 


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS FOR BORROWER PARTY


 


[Date] 


Wells Fargo
Bank, National Association


9062 Old
Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS)


 


		Attention:	Corporate Trust Services (CMBS) - GS Mortgage Securities Trust 2015-GS1,
Commercial Mortgage Pass-Through Certificates Series 2015-GS1



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015
(the “Agreement”), between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee (the “Trustee”), Situs Holdings,
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo
Bank, National Association, as Special Servicer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is a [Certificateholder][Beneficial Owner] of the Class ___ Certificates.


 


2.          The undersigned
has received a copy of the Prospectus Supplement and the Prospectus.


 


3.          The undersigned
is a Borrower Party.


 


4.          The undersigned
intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or the Operating Advisor and hereby certifies to the existence of an Affiliate Ethical Wall
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor, as applicable.



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 



    	Exhibit M-2B-1



    	 



    

 


		___	The undersigned is an Excluded Controlling Class Holder. The undersigned is an Excluded Controlling
Class Holder with respect to the following Mortgage Loan(s):



 





	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


		___	The undersigned is the Special Servicer and is a Borrower Party with respect to the following Excluded
Special Servicer Loans:



 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


5.          The undersigned
shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



    	Exhibit M-2B-2



    	 



    

 


	 	 	 
	 	[Certificateholder][Beneficial Owner]
	 	 	 
	 	By:	 


 


	 	Name:	 


 


	 	Title:	 


 


	 	Company:	 





	 	Phone:	 


 



    	Exhibit M-2B-3



    	 



    

 


EXHIBIT M-3


 


FORM OF ONLINE VENDOR CERTIFICATION


 


This Certification
has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction
of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information, please contact
CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In connection with
the GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates Series 2015-GS1 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.            The undersigned
is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management
Inc., Markit Group Limited or Thomson Reuters, a market data provider that has been given access to the Distribution Date Statements,
CREFC reports and supplemental notices on www.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,
and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor’s
17g-5 Website shall also be applicable to information obtained from CTSLink.


 


4.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as
of November 1, 2015 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings,
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo
Bank, National Association, as Special Servicer.


 


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 M-3-1



    	 



    

 








	 	[                         
]


 


	 	By:	 





 


	 	Name:	 


 


	 	Title:	 


 


	 	Company:	 


 


	 	Phone:	 


 



    	Exhibit M-3-2



    	 



    

 


EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


[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,

Commercial Mortgage Special Servicing

MAC D1086


550 South Tryon Street

Charlotte, North Carolina 28202

Attention: GS 2015-GS1 Special Servicing – Daniel Marthinsen]


 


		Attention:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1



 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series
2015-GS1



 


Ladies and Gentlemen:


 


In connection with the
GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 (the “Certificates”),
we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and Wells Fargo Bank, National Association, as Special Servicer (and may have been previously furnished) with certain information
(the “Information”). For the purposes of this letter agreement (this “Agreement”), “Representative”
of a Person refers to such Person’s directors, officers, employees, and agents; and “Person” refers to
any individual, group or entity.


 


In connection with and
in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the
Information solely for purposes of making investment decisions and/or exercising the rights of the Controlling Class Representative
with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such Information to any
Person or entity other than (i) our Representatives, (ii) our auditors and regulators and (iii) any Person or entity contemplating
the purchase of any Certificate held by the undersigned or of an interest therein (or such outside Persons as are assisting it
in making an evaluation in connection with purchasing the related Certificates (but only if such Persons confirm in writing such
contemplation of a prospective ownership interest


 



    	Exhibit M-4-1



    	 



    

 


and agree in writing to keep such Information confidential)), (iv) our accountants
and attorneys, and (v) 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 Master Servicer or Special Servicer, as applicable, be otherwise disclosed by
the undersigned or by its Representatives in any manner whatsoever, in whole or in part, unless required to do so by law.


 


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
Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for
any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


This Agreement shall
not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation
of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by
you.


 


Capitalized terms used
but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of November
1, 2015 (the “Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as
Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank,
National Association, as Special Servicer.


 


This Agreement, when
signed by us, will constitute our agreement with respect to the subject matter contained herein.


	 	 
	 	Very truly yours,
	 	 
	 	[NAME OF ENTITY]


 





	 	By:.	 








	 	Name:	 





	 	Title:	 





	 	Company:	 





	 	Phone:	 




 


		cc:	GS Mortgage Securities Corporation II Trustee



 



    	Exhibit M-4-2



    	 



    

 


EXHIBIT N


 


CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]


 


		Re:	Pooling and Servicing Agreement (“Pooling
and Servicing Agreement”) relating to GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2015-GS1



 


Ladies and Gentlemen:


 


In accordance with the provisions of Section
2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and
subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2),
(3), (4)(other than with respect to a 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 related Mortgage Loan Seller has
otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement; (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 or the Custodian with respect to such
Mortgage Loan have been reviewed by the undersigned or the Custodian on behalf of the undersigned and (A) appear regular on their
face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such Mortgage 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.


 


The undersigned makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File
or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.


 



    	Exhibit N-1



    	 



    




 


Capitalized words and phrases used herein
and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.





	 	 	 
	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 



    	Exhibit N-2



    	 



    

 


SCHEDULE OF EXCEPTIONS


 


[           ]


 



    	Exhibit N-3



    	 



    

 




EXHIBIT O


 


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). For the avoidance of doubt, for purposes of this
Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master 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.	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.	Master
                                         Servicer

                                         Special Servicer

        Certificate
Administrator 

	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
	1122(d)(1)(v)	Aggregation
of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	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.	Master
Servicer

Special Servicer 

        Certificate
Administrator 

	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 
	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
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 





 






 


1 The servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after
November 23, 2015.


 






    	Exhibit O-1



    	 



    




 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	 

                                                                                Criteria
	 
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	 

                                                                                                                                               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 (excluding clauses (C) and (D) in case of the Operating Advisor)
	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 Reporting 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.	Master
    Servicer

    Special Servicer

    Custodian
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	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.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    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
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer



 



    	Exhibit O-2



    	 



    




 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	 

                                                                                Criteria
	 
	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
	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
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A




 






    	Exhibit O-3



    	 



    

 


EXHIBIT P



SUPPLEMENTAL SERVICER SCHEDULE








 



    	Exhibit P-1



    	 



    




 







	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Borrower
    Name	 	General
    Property Type	 	Original
    Balance ($)	 	Origination
    Date	 	Original
    Amortization Term (Mos.)	 	Remaining
    Amortization Term (Mos.)	 	Carve-out
    Guarantor	 	Letter
    of Credit	 	Upfront
    RE Tax Reserve ($)
	1	 	4	 	5XJBY6	 	GSMC	 	590 Madison
    Avenue	 	590
    Madison Avenue, LLC	 	Office	 	$100,000,000	 	9/23/2015	 	0	 	0	 	None	 	No	 	$0
	2	 	5	 	5XKMW5	 	GSMC	 	South Plains
    Mall	 	Macerich
    South Plains LP	 	Retail	 	$70,000,000	 	10/23/2015	 	0	 	0	 	Pacific
    Premier Retail Trust LLC	 	No	 	$0
	3	 	6,
    7	 	5X2942	 	GSMC	 	Westin
    Boston Waterfront	 	DiamondRock
    Boston Owner, LLC and DiamondRock Boston Retail Owner, LLC	 	Hospitality	 	$70,000,000	 	10/27/2015	 	360	 	360	 	DiamondRock
    Hospitality Limited Partnership	 	No	 	$0
	4	 	8	 	TBD	 	GSMC	 	Element
    LA	 	Hudson
    Element LA, LLC	 	Office	 	$70,000,000	 	10/9/2015	 	0	 	0	 	Hudson
    Pacific Properties, L.P.	 	Yes	 	$760,000
	5	 	9	 	5X3DL7	 	GSMC	 	Glenbrook
    Square	 	GGP-Glenbrook
    L.L.C.	 	Retail	 	$60,000,000	 	10/20/2015	 	360	 	360	 	GGP
    Limited Partnership	 	No	 	$0
	6	 	10,
    11, 12, 13	 	7NN2T5	 	GSMC	 	Hammons
    Hotel Portfolio	 	JQH-Allen
    Development, LLC, JQH-Concord Development, LLC, JQH-Glendale, AZ Development, LLC, Hammons of Huntsville, LLC, JQH-Kansas
    City Development, LLC, JQH-Murfreesboro Development, LLC and JQH-Norman Development, LLC	 	 	 	$45,250,000	 	8/13/2015	 	360	 	358	 	Revocable
    Trust of John Q. Hammons, Dated December 28, 1989, as Amended and Restated	 	No	 	$3,172,482
	6.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy
    Suites Concord, NC	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy
    Suites Murfreesboro, TN	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy
    Suites Norman, OK	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard
    by Marriott Dallas/Allen, TX	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy
    Suites Huntsville, AL	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence
    Inn by Marriott Kansas City, MO	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	7NWWG0	 	GSMC	 	Deerfield
    Crossing	 	GS-A
    Deerfield Crossing Owner LLC	 	Office	 	$31,950,000	 	8/21/2015	 	360	 	360	 	Blue
    Ash Deerfield Holdings LLC	 	No	 	$0
	8	 	 	 	 	 	CCRE	 	Clover
    Ridge East	 	Clover
    Ridge Associates LLC	 	Multifamily	 	$31,500,000	 	10/27/2015	 	360	 	360	 	Alan
    J. Hayman and Andrew Hayman	 	No	 	$262,500
	9	 	 	 	5X1Q37	 	GSMC	 	Edgewater
    Crossing Apartments	 	Edgewater
    Crossings, Ltd.	 	Multifamily	 	$31,200,000	 	10/2/2015	 	360	 	360	 	J.
    Wallace Nall, Jr., Wesley L. Burnham, Jr., J. Wallace Nall, III, Paul M. Whatley, Jr. and Robert D. Reich, Jr.	 	No	 	$136,032
	10	 	14	 	7NU368	 	GSMC	 	GSA
    Portfolio	 	MSDG
    Atlanta South, LLC, MSDG Bessemer, LLC, MSDG Birmingham, LLC, MSDG Columbus, LLC, MSDG Covington, LLC, MSDG Elizabethtown,
    LLC, MSDG Fairhope, LLC, MSDG Frankfort, LLC, MSDG Gadsden, LLC, MSDG Greenville, LLC, MSDG Henderson, LLC, MSDG Huntsville,
    LLC, MSDG Lawrenceburg, LLC, MSDG Little Rock, LLC, MSDG Memphis Midtown, LLC, MSDG Memphis North, LLC, MSDG Mobile, LLC,
    MSDG Moss Point, LLC, MSDG Nashville, LLC, MSDG Paducah, LLC, MSDG Richmond, LLC, MSDG Savannah, LLC, MSDG Tallahassee, LLC
    and MSDG Tullahoma, LLC	 	 	 	$27,384,375	 	10/13/2015	 	360	 	360	 	David
    G. Chandler and Darell Ray Pierce	 	No	 	$151,195
	10.01	 	 	 	7NU368-1	 	GSMC	 	Mobile	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NU368-6	 	GSMC	 	Savannah	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NU368-8	 	GSMC	 	Covington	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NU368-5	 	GSMC	 	Nashville	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NU368-14	 	GSMC	 	Memphis
    - Midtown	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NU368-3	 	GSMC	 	Atlanta	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NU368-13	 	GSMC	 	Tallahassee	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7NU368-15	 	GSMC	 	Elizabethtown	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7NU368-11	 	GSMC	 	Greenville	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.10	 	 	 	7NU368-7	 	GSMC	 	Birmingham	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.11	 	 	 	7NU368-16	 	GSMC	 	Paducah	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.12	 	 	 	7NU368-2	 	GSMC	 	Little
    Rock	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.13	 	 	 	7NU368-12	 	GSMC	 	Huntsville	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.14	 	 	 	7NU368-17	 	GSMC	 	Columbus	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.15	 	 	 	7NU368-4	 	GSMC	 	Memphis
    - North	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.16	 	 	 	7NU368-10	 	GSMC	 	Frankfort	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.17	 	 	 	7NU368-19	 	GSMC	 	Henderson	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.18	 	 	 	7NU368-18	 	GSMC	 	Gadsden	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.19	 	 	 	7NU368-20	 	GSMC	 	Bessemer	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.20	 	 	 	7NU368-23	 	GSMC	 	Richmond	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.21	 	 	 	7NU368-21	 	GSMC	 	Tullahoma	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.22	 	 	 	7NU368-22	 	GSMC	 	Fairhope	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.23	 	 	 	7NU368-25	 	GSMC	 	Lawrenceburg	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.24	 	 	 	7NU368-24	 	GSMC	 	Moss Point	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	5X3ET9	 	GSMC	 	Pine Creek
    Shopping Center	 	Pine
    Creek Owner LLC	 	Retail	 	$25,900,000	 	10/26/2015	 	0	 	0	 	ACREG
    Investment Holdings LLC	 	No	 	$0
	12	 	 	 	 	 	CCRE	 	Bernal
    Plaza	 	Facchino/LaBarbera
    Bernal Plaza DE LLC	 	Retail	 	$24,000,000	 	10/15/2015	 	0	 	0	 	Michael
    T. LaBarbera and Robert B. Facchino, II	 	No	 	$189,333
	13	 	15,
    16	 	7NY1D9	 	GSMC	 	DoubleTree
    Hotel Universal	 	X
    Fund Properties LLC	 	Hospitality	 	$19,500,000	 	9/10/2015	 	360	 	359	 	Sagicor
    Real Estate X Fund Limited and X Fund Properties Limited	 	No	 	$548,750
	14	 	17	 	7NWWH8	 	GSMC	 	Lake Forest
    Place	 	GS-A
    Lake Forest Place Owner LLC	 	Office	 	$18,610,000	 	8/21/2015	 	360	 	360	 	Blue
    Ash Deerfield Holdings LLC	 	No	 	$0
	15	 	 	 	6VT417	 	GSMC	 	East Viking
    Plaza	 	Midland
    Tarkenton, LLC	 	Retail	 	$17,000,000	 	10/9/2015	 	360	 	360	 	John
    I. Silverman	 	No	 	$30,760
	16	 	 	 	 	 	CCRE	 	Latham
    Crossing & Crossroads Plaza	 	Manorgate,
    Inc.	 	Retail	 	$15,400,000	 	10/1/2015	 	360	 	360	 	Eugene
    Weiss Terminating Trust f/k/a Eugene Weiss Revocable Trust	 	No	 	$162,776
	17	 	 	 	5X1QL7	 	GSMC	 	Firewheel
    Plaza Shopping Center	 	Firewheel
    Shops, LLC	 	Retail	 	$14,500,000	 	10/16/2015	 	360	 	360	 	Jay
    Schuminsky	 	No	 	$0
	18	 	 	 	6VVPB4	 	GSMC	 	Country
    Creek Commons	 	Eagle
    Creek Master LLC	 	Retail	 	$13,500,000	 	9/30/2015	 	360	 	359	 	Peter
    K. Burton and Robert M. Katzman	 	No	 	$38,833
	19	 	 	 	7NUC92	 	GSMC	 	Homewood
    Suites Charlotte	 	Tara
    of Ballantyne LLC	 	Hospitality	 	$12,000,000	 	8/25/2015	 	300	 	298	 	Pratapkumar
    B. Patel, Yogendrakumar H. Patel and Hasmukh H. Patel	 	No	 	$148,208
	20	 	 	 	7NFE69 	 	GSMC	 	TownePlace
    Suites Redding	 	Redding
    Hospitality, L.L.C.	 	Hospitality	 	$10,920,000	 	10/8/2015	 	360	 	360	 	Kelly
    Heil and John C. Della Penna	 	No	 	$60,215
	21	 	 	 	6VT4G1	 	GSMC	 	Extra Space
    Storage Gaithersburg	 	Hexon
    Woodfield SS, LLC	 	Self
    Storage	 	$9,000,000	 	10/1/2015	 	360	 	360	 	John
    A. O’Donnell	 	No	 	$69,347
	22	 	 	 	 	 	CCRE	 	City Plaza
    I, II & III	 	City
    Plaza, LLC, Two City Plaza, LLC and Three City Plaza, LLC	 	Retail	 	$8,250,000	 	10/26/2015	 	360	 	360	 	Ryan
    C. Rans	 	No	 	$25,417
	23	 	 	 	7NYVE2	 	GSMC	 	Walkers
    Village Shopping Center	 	Walkers
    Village Sandstone Associates, LLC	 	Retail	 	$7,700,000	 	10/2/2015	 	360	 	360	 	Fredric
    A. Tomarchio	 	No	 	$20,760
	24	 	 	 	 	 	CCRE	 	Shaw’s
    Littleton, NH	 	Rattlesnake
    Northern, LLC	 	Retail	 	$7,500,000	 	10/14/2015	 	360	 	360	 	Steven
    J. Striar	 	No	 	$0
	25	 	 	 	5X23V8	 	GSMC	 	StorQuest
    Super Space	 	10815
    Double R SP, LLC	 	Self
    Storage	 	$7,480,000	 	10/28/2015	 	360	 	360	 	William
    W. Hobin, Clark W. Porter and Timothy B. Hobin	 	No	 	$11,607
	26	 	 	 	 	 	CCRE	 	Carthay
    Circle Garden Plaza	 	955
    Carrillo Drive, LLC	 	Office	 	$7,250,000	 	10/22/2015	 	0	 	0	 	Babak
    Azizzadeh and John Landsberger	 	No	 	$48,333
	27	 	 	 	 	 	CCRE	 	Fort Howard
    Square	 	WHLR-FT.
    Howard Square, LLC	 	Retail	 	$7,100,000	 	9/30/2015	 	0	 	0	 	Wheeler
    REIT, L.P.	 	No	 	$6,288
	28	 	 	 	5X1QJ2	 	GSMC	 	All Storage
    Paloma Creek	 	Paloma
    Creek All Storage, Ltd.	 	Self
    Storage	 	$7,000,000	 	10/13/2015	 	360	 	360	 	Jay
    Schuminsky	 	No	 	$0
	29	 	 	 	6VSZP9	 	GSMC	 	Riverwalk
    Shopping Center	 	Riverside
    Crossing Partners, LLC	 	Retail	 	$6,600,000	 	10/28/2015	 	360	 	360	 	Robert
    H. Ledbetter, Jr.	 	No	 	$6,047
	30	 	 	 	 	 	CCRE	 	Conyers
    Crossing	 	WHLR-Conyers
    Crossing, LLC	 	Retail	 	$5,960,000	 	9/30/2015	 	0	 	0	 	Wheeler
    REIT, L.P.	 	No	 	$17,190
	31	 	18	 	 	 	CCRE	 	1300 West
    Belmont	 	F
    and S Limited Partnership	 	Office	 	$5,600,000	 	10/27/2015	 	360	 	360	 	Marc
    A. Harris	 	No	 	$37,667
	32	 	 	 	5X22L1	 	GSMC	 	Shops at
    Eagle Point	 	Shops
    at Eagle Point, LP	 	Retail	 	$5,500,000	 	10/26/2015	 	360	 	360	 	Jay
    Schuminsky	 	No	 	$0
	33	 	 	 	 	 	CCRE	 	Berryland
    Shopping Center	 	Victory
    Berryland, L.L.C.	 	Retail	 	$5,100,000	 	9/22/2015	 	360	 	359	 	Victory
    Real Estate Investments, LLC	 	No	 	$30,250
	34	 	 	 	 	 	CCRE	 	Newell
    Apartments	 	Raining
    Combos Caldwell LLC	 	Multifamily	 	$4,900,000	 	10/19/2015	 	360	 	360	 	Alexander
    J. Hodara, Vincent J. Vomero and Jeffrey M. Zucker	 	No	 	$3,103
	35	 	 	 	5X3EQ5	 	GSMC	 	Park Plaza
    Shopping Center	 	Park
    Plaza Shopping Center, LLC	 	Retail	 	$4,550,000	 	10/23/2015	 	0	 	0	 	David
    Lowry and Patricia Lowry	 	No	 	$0
	36	 	 	 	 	 	CCRE	 	Farrell-Roeh
    MHC Portfolio	 	FR
    Syracuse, LLC and FR Eagles Nest, LLC	 	 	 	$4,200,000	 	10/28/2015	 	360	 	360	 	John
    D. Strohm	 	No	 	$7,334
	36.01	 	 	 	 	 	CCRE	 	Bayview
    Estates	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	 	 	CCRE	 	Eagles
    Nest Estates	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	6VSTP6	 	GSMC	 	Fiesta
    Plaza	 	Fiesta
    Plaza Tempe, LLC	 	Retail	 	$3,740,000	 	10/1/2015	 	360	 	360	 	Jonathan
    M. Rayden	 	No	 	$3,991
	38	 	 	 	 	 	CCRE	 	CVS Homosassa	 	Myrtle-Homosassa,
    LLC, Winwood-Homosassa 2, LLC and Winwood-Homosassa 3, LLC	 	Retail	 	$3,000,000	 	10/21/2015	 	360	 	360	 	Paul
    Amato and Enzo Bonura	 	No	 	$0
	39	 	 	 	 	 	CCRE	 	Wagon Trail
    Industrial	 	ABI
    LLC	 	Industrial	 	$1,750,000	 	10/1/2015	 	360	 	359	 	Alan
    Strusser	 	No	 	$2,333


 



     


     


    

 


	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	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	 	4	 	5XJBY6	 	GSMC	 	590 Madison
    Avenue	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$19,000,000	 	$0	 	$0
	2	 	5	 	5XKMW5	 	GSMC	 	South Plains
    Mall	 	$0	 	$0	 	$0	 	$517,000	 	$0	 	$127,068	 	$0	 	$0	 	$508,298
	3	 	6,
    7	 	5X2942	 	GSMC	 	Westin
    Boston Waterfront	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	4	 	8	 	TBD	 	GSMC	 	Element
    LA	 	$190,000	 	$0	 	$0	 	$0	 	$3,550	 	$127,817	 	$0	 	$0	 	$0
	5	 	9	 	5X3DL7	 	GSMC	 	Glenbrook
    Square	 	$0	 	$0	 	$0	 	$0	 	$0	 	$108,128	 	$0	 	$0	 	$432,511
	6	 	10,
    11, 12, 13	 	7NN2T5	 	GSMC	 	Hammons
    Hotel Portfolio	 	$358,585	 	$0	 	$0	 	$0	 	$360,433	 	$0	 	$0	 	$0	 	$0
	6.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy
    Suites Concord, NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy
    Suites Murfreesboro, TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy
    Suites Norman, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard
    by Marriott Dallas/Allen, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy
    Suites Huntsville, AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence
    Inn by Marriott Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	7NWWG0	 	GSMC	 	Deerfield
    Crossing	 	$0	 	$0	 	$0	 	$0	 	$7,160	 	$0	 	$0	 	$31,250	 	$1,500,000
	8	 	 	 	 	 	CCRE	 	Clover
    Ridge East	 	$43,750	 	$58,415	 	$5,078	 	$0	 	$7,112	 	$0	 	$0	 	$0	 	$0
	9	 	 	 	5X1Q37	 	GSMC	 	Edgewater
    Crossing Apartments	 	$17,004	 	$27,091	 	$9,307	 	$0	 	$5,542	 	$0	 	$0	 	$0	 	$0
	10	 	14	 	7NU368	 	GSMC	 	GSA
    Portfolio	 	$60,697	 	$66,863	 	$13,546	 	$0	 	$13,382	 	$481,735	 	$0	 	$34,105	 	$1,227,774
	10.01	 	 	 	7NU368-1	 	GSMC	 	Mobile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NU368-6	 	GSMC	 	Savannah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NU368-8	 	GSMC	 	Covington	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NU368-5	 	GSMC	 	Nashville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NU368-14	 	GSMC	 	Memphis
    - Midtown	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NU368-3	 	GSMC	 	Atlanta	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NU368-13	 	GSMC	 	Tallahassee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7NU368-15	 	GSMC	 	Elizabethtown	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7NU368-11	 	GSMC	 	Greenville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.10	 	 	 	7NU368-7	 	GSMC	 	Birmingham	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.11	 	 	 	7NU368-16	 	GSMC	 	Paducah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.12	 	 	 	7NU368-2	 	GSMC	 	Little
    Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.13	 	 	 	7NU368-12	 	GSMC	 	Huntsville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.14	 	 	 	7NU368-17	 	GSMC	 	Columbus	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.15	 	 	 	7NU368-4	 	GSMC	 	Memphis
    - North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.16	 	 	 	7NU368-10	 	GSMC	 	Frankfort	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.17	 	 	 	7NU368-19	 	GSMC	 	Henderson	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.18	 	 	 	7NU368-18	 	GSMC	 	Gadsden	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.19	 	 	 	7NU368-20	 	GSMC	 	Bessemer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.20	 	 	 	7NU368-23	 	GSMC	 	Richmond	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.21	 	 	 	7NU368-21	 	GSMC	 	Tullahoma	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.22	 	 	 	7NU368-22	 	GSMC	 	Fairhope	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.23	 	 	 	7NU368-25	 	GSMC	 	Lawrenceburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.24	 	 	 	7NU368-24	 	GSMC	 	Moss Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	5X3ET9	 	GSMC	 	Pine Creek
    Shopping Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$450,000	 	$0	 	$0
	12	 	 	 	 	 	CCRE	 	Bernal
    Plaza	 	$47,333	 	$27,153	 	$2,468	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	13	 	15,
    16	 	7NY1D9	 	GSMC	 	DoubleTree
    Hotel Universal	 	$68,594	 	$0	 	$0	 	$0	 	$98,485	 	$0	 	$0	 	$0	 	$0
	14	 	17	 	7NWWH8	 	GSMC	 	Lake Forest
    Place	 	$0	 	$0	 	$0	 	$0	 	$4,861	 	$0	 	$0	 	$16,667	 	$600,000
	15	 	 	 	6VT417	 	GSMC	 	East Viking
    Plaza	 	$10,253	 	$0	 	$0	 	$0	 	$1,141	 	$54,764	 	$0	 	$6,250	 	$300,000
	16	 	 	 	 	 	CCRE	 	Latham
    Crossing & Crossroads Plaza	 	$27,129	 	$13,587	 	$4,529	 	$0	 	$1,679	 	$115,835	 	$0	 	$4,197	 	$251,815
	17	 	 	 	5X1QL7	 	GSMC	 	Firewheel
    Plaza Shopping Center	 	$36,229	 	$69,244	 	$5,803	 	$0	 	$2,007	 	$72,253	 	$0	 	$5,018	 	$180,632
	18	 	 	 	6VVPB4	 	GSMC	 	Country
    Creek Commons	 	$19,417	 	$0	 	$0	 	$0	 	$4,051	 	$0	 	$0	 	$8,333	 	$400,000
	19	 	 	 	7NUC92	 	GSMC	 	Homewood
    Suites Charlotte	 	$16,468	 	$14,728	 	$1,636	 	$0	 	$12,965	 	$0	 	$0	 	$0	 	$0
	20	 	 	 	7NFE69 	 	GSMC	 	TownePlace
    Suites Redding	 	$8,602	 	$5,964	 	$1,988	 	$0	 	$11,272	 	$0	 	$0	 	$0	 	$0
	21	 	 	 	6VT4G1	 	GSMC	 	Extra Space
    Storage Gaithersburg	 	$10,275	 	$0	 	$0	 	$0	 	$761	 	$27,386	 	$0	 	$0	 	$0
	22	 	 	 	 	 	CCRE	 	City Plaza
    I, II & III	 	$25,417	 	$13,416	 	$1,491	 	$0	 	$1,341	 	$0	 	$100,000	 	$5,030	 	$300,000
	23	 	 	 	7NYVE2	 	GSMC	 	Walkers
    Village Shopping Center	 	$10,380	 	$8,550	 	$1,710	 	$0	 	$1,226	 	$0	 	$0	 	$4,167	 	$200,000
	24	 	 	 	 	 	CCRE	 	Shaw’s
    Littleton, NH	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$1,833	 	$0
	25	 	 	 	5X23V8	 	GSMC	 	StorQuest
    Super Space	 	$5,803	 	$0	 	$0	 	$0	 	$1,238	 	$29,717	 	$0	 	$0	 	$0
	26	 	 	 	 	 	CCRE	 	Carthay
    Circle Garden Plaza	 	$12,083	 	$3,481	 	$770	 	$0	 	$451	 	$0	 	$250,000	 	$0	 	$250,000
	27	 	 	 	 	 	CCRE	 	Fort Howard
    Square	 	$6,288	 	$18,568	 	$1,688	 	$0	 	$1,894	 	$0	 	$0	 	$4,736	 	$350,000
	28	 	 	 	5X1QJ2	 	GSMC	 	All Storage
    Paloma Creek	 	$16,445	 	$8,846	 	$1,106	 	$0	 	$643	 	$23,131	 	$0	 	$0	 	$0
	29	 	 	 	6VSZP9	 	GSMC	 	Riverwalk
    Shopping Center	 	$6,047	 	$4,934	 	$449	 	$0	 	$564	 	$20,292	 	$0	 	$2,500	 	$150,000
	30	 	 	 	 	 	CCRE	 	Conyers
    Crossing	 	$17,190	 	$22,596	 	$2,054	 	$0	 	$2,841	 	$0	 	$0	 	$7,103	 	$350,000
	31	 	18	 	 	 	CCRE	 	1300 West
    Belmont	 	$9,417	 	$6,708	 	$958	 	$0	 	$1,280	 	$0	 	$0	 	$2,559	 	$122,904
	32	 	 	 	5X22L1	 	GSMC	 	Shops at
    Eagle Point	 	$19,776	 	$19,009	 	$1,602	 	$0	 	$417	 	$10,000	 	$0	 	$1,567	 	$56,424
	33	 	 	 	 	 	CCRE	 	Berryland
    Shopping Center	 	$2,750	 	$31,625	 	$2,875	 	$0	 	$1,212	 	$0	 	$25,000	 	$1,516	 	$70,000
	34	 	 	 	 	 	CCRE	 	Newell
    Apartments	 	$3,103	 	$7,680	 	$1,097	 	$0	 	$208	 	$0	 	$0	 	$0	 	$0
	35	 	 	 	5X3EQ5	 	GSMC	 	Park Plaza
    Shopping Center	 	$0	 	$0	 	$0	 	$0	 	$1,111	 	$39,993	 	$0	 	$0	 	$0
	36	 	 	 	 	 	CCRE	 	Farrell-Roeh
    MHC Portfolio	 	$3,667	 	$14,756	 	$1,341	 	$0	 	$1,189	 	$0	 	$0	 	$0	 	$0
	36.01	 	 	 	 	 	CCRE	 	Bayview
    Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	 	 	CCRE	 	Eagles
    Nest Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	6VSTP6	 	GSMC	 	Fiesta
    Plaza	 	$3,991	 	$0	 	$0	 	$0	 	$1,795	 	$86,160	 	$0	 	$2,025	 	$97,200
	38	 	 	 	 	 	CCRE	 	CVS Homosassa	 	$0	 	$1,727	 	$864	 	$0	 	$230	 	$0	 	$0	 	$0	 	$0
	39	 	 	 	 	 	CCRE	 	Wagon Trail
    Industrial	 	$1,167	 	$1,533	 	$511	 	$0	 	$284	 	$0	 	$0	 	$946	 	$0


 






     


     


    




 


	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	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
	1	 	4	 	5XJBY6	 	GSMC	 	590 Madison Avenue	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$32,111,456	 	$0	 	Unfunded
    Obligations Reserve
	2	 	5	 	5XKMW5	 	GSMC	 	South Plains Mall	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	3	 	6,
    7	 	5X2942	 	GSMC	 	Westin Boston Waterfront	 	$0	 	$0	 	$300,000	 	$0	 	$0	 	$0	 	$3,500,000	 	$62,500	 	Plaza
    Reserves Holdback ($3,000,000), Ground Rent Holdback ($500,000), Monthly Ground Rent Reserve ($62,500)
	4	 	8	 	TBD	 	GSMC	 	Element LA	 	$0	 	$0	 	$0	 	$0	 	$193,750	 	$0	 	$0	 	$0	 	 
	5	 	9	 	5X3DL7	 	GSMC	 	Glenbrook Square	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	6	 	10,
    11, 12, 13	 	7NN2T5	 	GSMC	 	Hammons Hotel Portfolio	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$8,562,974	 	$98,159	 	PIP
    Reserve ($5,000,000 Renaissance Glendale, AZ, $1,940,000 Courtyard Allen, TX, $950,000 Residence Inn Kansas City, MO); Upfront
    Ground Rent Reserve ($672,974) and Monthly Ground Rent Reserve ($98,159)
	6.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy Suites Concord,
    NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy Suites Murfreesboro,
    TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy Suites Norman,
    OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard by Marriott Dallas/Allen,
    TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance by Marriott
    Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy Suites Huntsville,
    AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence Inn by Marriott
    Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	7NWWG0	 	GSMC	 	Deerfield Crossing	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$365,962	 	$0	 	Unfunded
    Obligations Reserve
	8	 	 	 	 	 	CCRE	 	Clover Ridge East	 	$0	 	$0	 	$16,125	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	9	 	 	 	5X1Q37	 	GSMC	 	Edgewater Crossing Apartments	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	10	 	14	 	7NU368	 	GSMC	 	GSA Portfolio	 	$0	 	$0	 	$72,966	 	$0	 	$0	 	$0	 	$500,000	 	$0	 	Cap-X/TILC
    Reserve
	10.01	 	 	 	7NU368-1	 	GSMC	 	Mobile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NU368-6	 	GSMC	 	Savannah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NU368-8	 	GSMC	 	Covington	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NU368-5	 	GSMC	 	Nashville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NU368-14	 	GSMC	 	Memphis - Midtown	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NU368-3	 	GSMC	 	Atlanta	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NU368-13	 	GSMC	 	Tallahassee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	 	 	7NU368-15	 	GSMC	 	Elizabethtown	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.09	 	 	 	7NU368-11	 	GSMC	 	Greenville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.10	 	 	 	7NU368-7	 	GSMC	 	Birmingham	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.11	 	 	 	7NU368-16	 	GSMC	 	Paducah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.12	 	 	 	7NU368-2	 	GSMC	 	Little Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.13	 	 	 	7NU368-12	 	GSMC	 	Huntsville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.14	 	 	 	7NU368-17	 	GSMC	 	Columbus	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.15	 	 	 	7NU368-4	 	GSMC	 	Memphis - North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.16	 	 	 	7NU368-10	 	GSMC	 	Frankfort	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.17	 	 	 	7NU368-19	 	GSMC	 	Henderson	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.18	 	 	 	7NU368-18	 	GSMC	 	Gadsden	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.19	 	 	 	7NU368-20	 	GSMC	 	Bessemer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.20	 	 	 	7NU368-23	 	GSMC	 	Richmond	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.21	 	 	 	7NU368-21	 	GSMC	 	Tullahoma	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.22	 	 	 	7NU368-22	 	GSMC	 	Fairhope	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.23	 	 	 	7NU368-25	 	GSMC	 	Lawrenceburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.24	 	 	 	7NU368-24	 	GSMC	 	Moss Point	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	5X3ET9	 	GSMC	 	Pine Creek Shopping Center	 	$0	 	$0	 	$75,900	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	12	 	 	 	 	 	CCRE	 	Bernal Plaza	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	13	 	15,
    16	 	7NY1D9	 	GSMC	 	DoubleTree Hotel Universal	 	$0	 	$0	 	$77,550	 	$0	 	$0	 	$0	 	$13,457,731	 	$0	 	PIP
    Reserve
	14	 	17	 	7NWWH8	 	GSMC	 	Lake Forest Place	 	$0	 	$0	 	$1,819,300	 	$0	 	$17,500	 	$0	 	$142,198	 	$0	 	Unfunded
    Obligations Reserve
	15	 	 	 	6VT417	 	GSMC	 	East Viking Plaza	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$756,007	 	$0	 	Unfunded
    Obligations Reserve ($248,338); Expansion Obligations Reserve ($428,803); New Lease Reserve ($78,866)
	16	 	 	 	 	 	CCRE	 	Latham Crossing & Crossroads
    Plaza	 	$0	 	$0	 	$208,000	 	$0	 	$0	 	$0	 	$7,000	 	$0	 	Ground
    Lease Reserve
	17	 	 	 	5X1QL7	 	GSMC	 	Firewheel Plaza Shopping
    Center	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	18	 	 	 	6VVPB4	 	GSMC	 	Country Creek Commons	 	$0	 	$0	 	$30,140	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	19	 	 	 	7NUC92	 	GSMC	 	Homewood Suites Charlotte	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	20	 	 	 	7NFE69 	 	GSMC	 	TownePlace Suites Redding	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	21	 	 	 	6VT4G1	 	GSMC	 	Extra Space Storage Gaithersburg	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	22	 	 	 	 	 	CCRE	 	City Plaza I, II &
    III	 	$0	 	$0	 	$7,188	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	23	 	 	 	7NYVE2	 	GSMC	 	Walkers Village Shopping
    Center	 	$0	 	$0	 	$20,600	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	24	 	 	 	 	 	CCRE	 	Shaw’s Littleton,
    NH	 	$41,090	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	25	 	 	 	5X23V8	 	GSMC	 	StorQuest Super Space	 	$0	 	$0	 	$29,783	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	26	 	 	 	 	 	CCRE	 	Carthay Circle Garden Plaza	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	27	 	 	 	 	 	CCRE	 	Fort Howard Square	 	$0	 	$0	 	$21,843	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	28	 	 	 	5X1QJ2	 	GSMC	 	All Storage Paloma Creek	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	29	 	 	 	6VSZP9	 	GSMC	 	Riverwalk Shopping Center	 	$0	 	$0	 	$7,590	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	30	 	 	 	 	 	CCRE	 	Conyers Crossing	 	$0	 	$0	 	$0	 	$0	 	$15,000	 	$0	 	$0	 	$0	 	 
	31	 	18	 	 	 	CCRE	 	1300 West Belmont	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	32	 	 	 	5X22L1	 	GSMC	 	Shops at Eagle Point	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$114,291	 	$0	 	Unfunded
    Obligations Reserve
	33	 	 	 	 	 	CCRE	 	Berryland Shopping Center	 	$0	 	$0	 	$405,750	 	$0	 	$0	 	$0	 	$473,233	 	$0	 	Anchor
    Tenant Rollover Reserve
	34	 	 	 	 	 	CCRE	 	Newell Apartments	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	35	 	 	 	5X3EQ5	 	GSMC	 	Park Plaza Shopping Center	 	$0	 	$0	 	$4,565	 	$0	 	$0	 	$0	 	$95,013	 	$0	 	Unfunded
    Obligations Reserve
	36	 	 	 	 	 	CCRE	 	Farrell-Roeh MHC Portfolio	 	$0	 	$0	 	$35,063	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	36.01	 	 	 	 	 	CCRE	 	Bayview Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	 	 	CCRE	 	Eagles Nest Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	6VSTP6	 	GSMC	 	Fiesta Plaza	 	$0	 	$0	 	$71,472	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	38	 	 	 	 	 	CCRE	 	CVS Homosassa	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 
	39	 	 	 	 	 	CCRE	 	Wagon Trail Industrial	 	$12,349	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	 







 






     


     


    




 


	Control
    Number	 	Footnotes	 	Loan
    Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Grace
    Period- Default	 	Grace
    Period- Late Fee	 	Residual
    Value Insurance 	 	Lease
    Enhancement Insurance 	 	Environmental
    Insurance 	 	O&M
    Required 	 	Cash
    Management	 	Lockbox	 	 Units,
    Pads, Rooms, Sq Ft, Beds 
	1	 	4	 	5XJBY6	 	GSMC	 	590 Madison
    Avenue	 	Later
    to occur of two business days following receipt of written notice or 5 days	 	5	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	                         1,035,003
    
	2	 	5	 	5XKMW5	 	GSMC	 	South Plains
    Mall	 	0	 	5	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	                            983,517
    
	3	 	6,
    7	 	5X2942	 	GSMC	 	Westin
    Boston Waterfront	 	3
    days grace, once per trailing 12-month period	 	3
    days grace, once per trailing 12-month period	 	No	 	No	 	No	 	NAP	 	In
    Place	 	Hard	 	                                  793
    
	4	 	8	 	TBD	 	GSMC	 	Element
    LA	 	0	 	2	 	No	 	No	 	No	 	ACM	 	Springing	 	Hard	 	                            284,037
    
	5	 	9	 	5X3DL7	 	GSMC	 	Glenbrook
    Square	 	3
    days grace, one time during the term of the loan, other than the payment due on the Maturity Date	 	0	 	No	 	No	 	No	 	ACM	 	Springing	 	Hard	 	                         1,005,604
    
	6	 	10,
    11, 12, 13	 	7NN2T5	 	GSMC	 	Hammons
    Hotel Portfolio	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	                               1,869
    
	6.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy
    Suites Concord, NC	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                                  308
    
	6.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy
    Suites Murfreesboro, TN	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                                  283
    
	6.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy
    Suites Norman, OK	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                                  283
    
	6.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard
    by Marriott Dallas/Allen, TX	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                                  228
    
	6.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                                  320
    
	6.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy
    Suites Huntsville, AL	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                                  295
    
	6.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence
    Inn by Marriott Kansas City, MO	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                                  152
    
	7	 	 	 	7NWWG0	 	GSMC	 	Deerfield
    Crossing	 	0	 	0	 	No	 	No	 	Yes	 	NAP	 	Springing	 	Hard	 	                            320,802
    
	8	 	 	 	 	 	CCRE	 	Clover
    Ridge East	 	0	 	0	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	                                  276
    
	9	 	 	 	5X1Q37	 	GSMC	 	Edgewater
    Crossing Apartments	 	0	 	0	 	No	 	No	 	No	 	NAP	 	None	 	None	 	                                  266
    
	10	 	14	 	7NU368	 	GSMC	 	GSA
    Portfolio	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                            409,258
    
	10.01	 	 	 	7NU368-1	 	GSMC	 	Mobile	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              50,816
    
	10.02	 	 	 	7NU368-6	 	GSMC	 	Savannah	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              35,938
    
	10.03	 	 	 	7NU368-8	 	GSMC	 	Covington	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              32,543
    
	10.04	 	 	 	7NU368-5	 	GSMC	 	Nashville	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              18,575
    
	10.05	 	 	 	7NU368-14	 	GSMC	 	Memphis
    - Midtown	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              21,250
    
	10.06	 	 	 	7NU368-3	 	GSMC	 	Atlanta	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              22,100
    
	10.07	 	 	 	7NU368-13	 	GSMC	 	Tallahassee	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              25,306
    
	10.08	 	 	 	7NU368-15	 	GSMC	 	Elizabethtown	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              12,215
    
	10.09	 	 	 	7NU368-11	 	GSMC	 	Greenville	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              13,775
    
	10.10	 	 	 	7NU368-7	 	GSMC	 	Birmingham	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              16,544
    
	10.11	 	 	 	7NU368-16	 	GSMC	 	Paducah	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              23,000
    
	10.12	 	 	 	7NU368-2	 	GSMC	 	Little
    Rock	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              23,495
    
	10.13	 	 	 	7NU368-12	 	GSMC	 	Huntsville	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              13,000
    
	10.14	 	 	 	7NU368-17	 	GSMC	 	Columbus	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              10,377
    
	10.15	 	 	 	7NU368-4	 	GSMC	 	Memphis
    - North	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              12,545
    
	10.16	 	 	 	7NU368-10	 	GSMC	 	Frankfort	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              14,124
    
	10.17	 	 	 	7NU368-19	 	GSMC	 	Henderson	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                               8,668
    
	10.18	 	 	 	7NU368-18	 	GSMC	 	Gadsden	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                              10,000
    
	10.19	 	 	 	7NU368-20	 	GSMC	 	Bessemer	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                               8,600
    
	10.20	 	 	 	7NU368-23	 	GSMC	 	Richmond	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                               7,189
    
	10.21	 	 	 	7NU368-21	 	GSMC	 	Tullahoma	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                               8,280
    
	10.22	 	 	 	7NU368-22	 	GSMC	 	Fairhope	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                               7,587
    
	10.23	 	 	 	7NU368-25	 	GSMC	 	Lawrenceburg	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                               6,260
    
	10.24	 	 	 	7NU368-24	 	GSMC	 	Moss Point	 	 	 	 	 	No	 	No	 	No	 	NAP	 	 	 	 	 	                               7,071
    
	11	 	 	 	5X3ET9	 	GSMC	 	Pine Creek
    Shopping Center	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	                            216,683
    
	12	 	 	 	 	 	CCRE	 	Bernal
    Plaza	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                            139,559
    
	13	 	15,
    16	 	7NY1D9	 	GSMC	 	DoubleTree
    Hotel Universal	 	0	 	0	 	No	 	No	 	No	 	ACM	 	Springing	 	Hard	 	                                  742
    
	14	 	17	 	7NWWH8	 	GSMC	 	Lake Forest
    Place	 	0	 	0	 	No	 	No	 	Yes	 	NAP	 	Springing	 	Hard	 	                            217,887
    
	15	 	 	 	6VT417	 	GSMC	 	East Viking
    Plaza	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                            147,655
    
	16	 	 	 	 	 	CCRE	 	Latham
    Crossing & Crossroads Plaza	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                            100,726
    
	17	 	 	 	5X1QL7	 	GSMC	 	Firewheel
    Plaza Shopping Center	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                            120,421
    
	18	 	 	 	6VVPB4	 	GSMC	 	Country
    Creek Commons	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                            130,412
    
	19	 	 	 	7NUC92	 	GSMC	 	Homewood
    Suites Charlotte	 	0	 	15	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                                  117
    
	20	 	 	 	7NFE69 	 	GSMC	 	TownePlace
    Suites Redding	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                                  101
    
	21	 	 	 	6VT4G1	 	GSMC	 	Extra Space
    Storage Gaithersburg	 	0	 	0	 	No	 	No	 	No	 	NAP	 	None	 	None	 	                              60,857
    
	22	 	 	 	 	 	CCRE	 	City Plaza
    I, II & III	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                              80,482
    
	23	 	 	 	7NYVE2	 	GSMC	 	Walkers
    Village Shopping Center	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                              73,575
    
	24	 	 	 	 	 	CCRE	 	Shaw’s
    Littleton, NH	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	                              54,985
    
	25	 	 	 	5X23V8	 	GSMC	 	StorQuest
    Super Space	 	0	 	0	 	No	 	No	 	No	 	NAP	 	None	 	None	 	                              99,058
    
	26	 	 	 	 	 	CCRE	 	Carthay
    Circle Garden Plaza	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                              22,568
    
	27	 	 	 	 	 	CCRE	 	Fort Howard
    Square	 	0	 	0	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	                            113,652
    
	28	 	 	 	5X1QJ2	 	GSMC	 	All Storage
    Paloma Creek	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                            152,875
    
	29	 	 	 	6VSZP9	 	GSMC	 	Riverwalk
    Shopping Center	 	0	 	5
    days grace, once per calendar year	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                              30,747
    
	30	 	 	 	 	 	CCRE	 	Conyers
    Crossing	 	0	 	0	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	                            170,475
    
	31	 	18	 	 	 	CCRE	 	1300 West
    Belmont	 	0	 	0	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	                              30,710
    
	32	 	 	 	5X22L1	 	GSMC	 	Shops at
    Eagle Point	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                              37,616
    
	33	 	 	 	 	 	CCRE	 	Berryland
    Shopping Center	 	0	 	0	 	No	 	No	 	No	 	ACM	 	Springing	 	Springing	 	                              72,747
    
	34	 	 	 	 	 	CCRE	 	Newell
    Apartments	 	0	 	0	 	No	 	No	 	No	 	ACM
    and LBP	 	Springing	 	Soft	 	                                    10
    
	35	 	 	 	5X3EQ5	 	GSMC	 	Park Plaza
    Shopping Center	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                              66,656
    
	36	 	 	 	 	 	CCRE	 	Farrell-Roeh
    MHC Portfolio	 	0	 	0	 	No	 	No	 	No	 	Various	 	Springing	 	Hard	 	                                  304
    
	36.01	 	 	 	 	 	CCRE	 	Bayview
    Estates	 	 	 	 	 	No	 	No	 	No	 	ACM
    and LBP	 	 	 	 	 	                                  175
    
	36.02	 	 	 	 	 	CCRE	 	Eagles
    Nest Estates	 	 	 	 	 	No	 	No	 	No	 	ACM	 	 	 	 	 	                                  129
    
	37	 	 	 	6VSTP6	 	GSMC	 	Fiesta
    Plaza	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Springing	 	                              32,400
    
	38	 	 	 	 	 	CCRE	 	CVS Homosassa	 	0	 	0	 	No	 	No	 	No	 	NAP	 	In
    Place	 	Hard	 	                              13,813
    
	39	 	 	 	 	 	CCRE	 	Wagon Trail
    Industrial	 	0	 	0	 	No	 	No	 	No	 	NAP	 	Springing	 	Hard	 	                              22,700
    


 






     


     


    

 





	Control Number	 	Footnotes	 	Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Unit Description	 	Monthly Debt Service ($) (1)	 	Interest Accrual Method	 	Administrative Fee Rate (%) (2)	 	Ground Lease Y/N	 	Overlapping Fee Interest?	 	Prepayment Provision (3)	 	Companion Loan Flag 	 	Companion Loan Monthly Debt Service ($)	 	Companion Loan Interest Accrual Method
	1	 	4	 	5XJBY6	 	GSMC	 	590 Madison Avenue	 	SF	 	$322,332	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/0_>YM or 1%/25_Defeasance or >YM or 1%/88_0%/7	 	Yes	 	$868,253.29	 	Actual/360
	2	 	5	 	5XKMW5	 	GSMC	 	South Plains Mall	 	SF	 	$249,615	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_>YM or 1%/92_0%/4	 	Yes	 	$463,571.12	 	Actual/360
	3	 	6, 7	 	5X2942	 	GSMC	 	Westin Boston Waterfront	 	Rooms	 	$348,798	 	Actual/360	 	0.01102%	 	Yes	 	No	 	Lockout/24_Defeasance/92_0%/4	 	Yes	 	$672,682.14	 	Actual/360
	4	 	8	 	TBD	 	GSMC	 	Element LA	 	SF	 	$271,646	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/3_>YM or 1%/113_0%/4	 	Yes	 	$380,304.65	 	Actual/360
	5	 	9	 	5X3DL7	 	GSMC	 	Glenbrook Square	 	SF	 	$295,920	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	Yes	 	$503,063.37	 	Actual/360
	6	 	10, 11, 12, 13	 	7NN2T5	 	GSMC	 	Hammons Hotel Portfolio	 	Rooms	 	$241,627	 	Actual/360	 	0.01102%	 	 	 	 	 	Lockout/26_Defeasance/90_0%/4	 	Yes	 	$1,097,602.76	 	Actual/360
	6.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy Suites Concord, NC	 	Rooms	 	 	 	 	 	 	 	Yes	 	No	 	 	 	 	 	 	 	 
	6.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy Suites Murfreesboro, TN	 	Rooms	 	 	 	 	 	 	 	No	 	Yes	 	 	 	 	 	 	 	 
	6.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy Suites Norman, OK	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	6.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard by Marriott Dallas/Allen, TX	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	6.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	Rooms	 	 	 	 	 	 	 	Yes	 	No	 	 	 	 	 	 	 	 
	6.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy Suites Huntsville, AL	 	Rooms	 	 	 	 	 	 	 	Yes	 	No	 	 	 	 	 	 	 	 
	6.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence Inn by Marriott Kansas City, MO	 	Rooms	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	7	 	 	 	7NWWG0	 	GSMC	 	Deerfield Crossing	 	SF	 	$161,867	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	8	 	 	 	 	 	CCRE	 	Clover Ridge East	 	Units	 	$166,452	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	9	 	 	 	5X1Q37	 	GSMC	 	Edgewater Crossing Apartments	 	Units	 	$159,368	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	10	 	14	 	7NU368	 	GSMC	 	GSA Portfolio	 	SF	 	$145,436	 	Actual/360	 	0.02852%	 	 	 	 	 	Lockout/24_Defeasance/92_0%/4	 	Yes	 	$145,436.08	 	Actual/360
	10.01	 	 	 	7NU368-1	 	GSMC	 	Mobile	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NU368-6	 	GSMC	 	Savannah	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NU368-8	 	GSMC	 	Covington	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NU368-5	 	GSMC	 	Nashville	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NU368-14	 	GSMC	 	Memphis - Midtown	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NU368-3	 	GSMC	 	Atlanta	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NU368-13	 	GSMC	 	Tallahassee	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.08	 	 	 	7NU368-15	 	GSMC	 	Elizabethtown	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.09	 	 	 	7NU368-11	 	GSMC	 	Greenville	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.10	 	 	 	7NU368-7	 	GSMC	 	Birmingham	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.11	 	 	 	7NU368-16	 	GSMC	 	Paducah	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.12	 	 	 	7NU368-2	 	GSMC	 	Little Rock	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.13	 	 	 	7NU368-12	 	GSMC	 	Huntsville	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.14	 	 	 	7NU368-17	 	GSMC	 	Columbus	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.15	 	 	 	7NU368-4	 	GSMC	 	Memphis - North	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.16	 	 	 	7NU368-10	 	GSMC	 	Frankfort	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.17	 	 	 	7NU368-19	 	GSMC	 	Henderson	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.18	 	 	 	7NU368-18	 	GSMC	 	Gadsden	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.19	 	 	 	7NU368-20	 	GSMC	 	Bessemer	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.20	 	 	 	7NU368-23	 	GSMC	 	Richmond	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.21	 	 	 	7NU368-21	 	GSMC	 	Tullahoma	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.22	 	 	 	7NU368-22	 	GSMC	 	Fairhope	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.23	 	 	 	7NU368-25	 	GSMC	 	Lawrenceburg	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	10.24	 	 	 	7NU368-24	 	GSMC	 	Moss Point	 	SF	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	11	 	 	 	5X3ET9	 	GSMC	 	Pine Creek Shopping Center	 	SF	 	$94,316	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	12	 	 	 	 	 	CCRE	 	Bernal Plaza	 	SF	 	$87,205	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/24_>YM or 1%/92_0%/4	 	 	 	 	 	 
	13	 	15, 16	 	7NY1D9	 	GSMC	 	DoubleTree Hotel Universal	 	Rooms	 	$103,492	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	Yes	 	$167,178.92	 	Actual/360
	14	 	17	 	7NWWH8	 	GSMC	 	Lake Forest Place	 	SF	 	$94,283	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	15	 	 	 	6VT417	 	GSMC	 	East Viking Plaza	 	SF	 	$85,597	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_Defeasance/91_0%/5	 	 	 	 	 	 
	16	 	 	 	 	 	CCRE	 	Latham Crossing & Crossroads Plaza	 	SF	 	$81,886	 	Actual/360	 	0.03102%	 	Yes	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	17	 	 	 	5X1QL7	 	GSMC	 	Firewheel Plaza Shopping Center	 	SF	 	$68,725	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	18	 	 	 	6VVPB4	 	GSMC	 	Country Creek Commons	 	SF	 	$67,181	 	Actual/360	 	0.05852%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	19	 	 	 	7NUC92	 	GSMC	 	Homewood Suites Charlotte	 	Rooms	 	$67,041	 	Actual/360	 	0.05852%	 	No	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	20	 	 	 	7NFE69 	 	GSMC	 	TownePlace Suites Redding	 	Rooms	 	$57,007	 	Actual/360	 	0.05852%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	21	 	 	 	6VT4G1	 	GSMC	 	Extra Space Storage Gaithersburg	 	SF	 	$47,607	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	22	 	 	 	 	 	CCRE	 	City Plaza I, II & III	 	SF	 	$43,285	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	23	 	 	 	7NYVE2	 	GSMC	 	Walkers Village Shopping Center	 	SF	 	$38,572	 	Actual/360	 	0.04852%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	24	 	 	 	 	 	CCRE	 	Shaw’s Littleton, NH	 	SF	 	$39,257	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	25	 	 	 	5X23V8	 	GSMC	 	StorQuest Super Space	 	SF	 	$38,435	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	26	 	 	 	 	 	CCRE	 	Carthay Circle Garden Plaza	 	SF	 	$29,498	 	Actual/360	 	0.02102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	27	 	 	 	 	 	CCRE	 	Fort Howard Square	 	SF	 	$27,430	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	28	 	 	 	5X1QJ2	 	GSMC	 	All Storage Paloma Creek	 	SF	 	$33,379	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	29	 	 	 	6VSZP9	 	GSMC	 	Riverwalk Shopping Center	 	SF	 	$33,854	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	30	 	 	 	 	 	CCRE	 	Conyers Crossing	 	SF	 	$23,522	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/25_Defeasance/90_0%/5	 	 	 	 	 	 
	31	 	18	 	 	 	CCRE	 	1300 West Belmont	 	SF	 	$29,881	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	32	 	 	 	5X22L1	 	GSMC	 	Shops at Eagle Point	 	SF	 	$26,385	 	Actual/360	 	0.01102%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	33	 	 	 	 	 	CCRE	 	Berryland Shopping Center	 	SF	 	$27,409	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/25_>YM or 1%/91_0%/4	 	 	 	 	 	 
	34	 	 	 	 	 	CCRE	 	Newell Apartments	 	Units	 	$25,870	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	35	 	 	 	5X3EQ5	 	GSMC	 	Park Plaza Shopping Center	 	SF	 	$17,432	 	Actual/360	 	0.07852%	 	No	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	36	 	 	 	 	 	CCRE	 	Farrell-Roeh MHC Portfolio	 	Pads	 	$21,955	 	Actual/360	 	0.03102%	 	 	 	 	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	36.01	 	 	 	 	 	CCRE	 	Bayview Estates	 	Pads	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	36.02	 	 	 	 	 	CCRE	 	Eagles Nest Estates	 	Pads	 	 	 	 	 	 	 	No	 	No	 	 	 	 	 	 	 	 
	37	 	 	 	6VSTP6	 	GSMC	 	Fiesta Plaza	 	SF	 	$18,728	 	Actual/360	 	0.07852%	 	No	 	No	 	Lockout/25_>YM or 1%/88_0%/7	 	 	 	 	 	 
	38	 	 	 	 	 	CCRE	 	CVS Homosassa	 	SF	 	$15,023	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/24_Defeasance/93_0%/3	 	 	 	 	 	 
	39	 	 	 	 	 	CCRE	 	Wagon Trail Industrial	 	SF	 	$9,442	 	Actual/360	 	0.03102%	 	No	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 




 






 





	1	 	DS
    Partial I/O:	 	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	 	Admin
    Fee Rate:	 	The
    Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator
    Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
	3	 	Open
    Period:	 	The
    open period is inclusive of the Maturity Date.
	 	 	4	 	The
    Cut-off Date Principal Balance of $100,000,000 represents the non-controlling note A-2 of a $650,000,000 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-3 and the controlling subordinate note B. Note A-1 ($169,366,000) and note B ($280,634,000),
    with an aggregate principal balance of $450,000,000 as of the Cut-off Date, are expected to be contributed to the GSMS 2015-590M
    transaction and note A-3, with a principal balance of $100,000,000 as of the Cut-off Date, 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 590 Madison Senior Companion Loans. Based on the 590 Madison Whole Loan
    the Cut-off Date and Maturity Date LTV Ratios are both 43.3%, the DSCR Based on Underwritten NOI / NCF are 2.15x / 2.14x and
    the Debt Yield Based on Underwritten NOI / NCF are both 8.3%.
	 	 	5	 	The
    Cut-off Date Principal Balance of $70,000,000 represents the controlling note A-1 of a $200,000,000 whole loan evidenced by
    three pari passu notes.  The non-controlling companion loans, evidenced by note A-2 and note A-3 with an aggregate
    principal balance as of the Cut-off Date of $130,000,000, 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 $200,000,000.
	 	 	6	 	Ongoing
    ground lease reserve funds do not show percentage rent, which will begin escrowing in July 2016, estimated to be $77,881.85
    monthly.
	 	 	7	 	The
    Cut-off Date Principal Balance of $70,000,000 represents the controlling note A-1 of a $205,000,000 whole loan evidenced by
    three pari passu notes.  The companion loans, evidenced by note A-2 and note A-3 with an aggregate principal balance
    of $135,000,000, 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 $205,000,000.
	 	 	8	 	The
    Cut-off Date Principal Balance of $70,000,000 represents a non-controlling note of a $168,000,000 whole loan evidenced by
    three pari passu notes.  The aggregate companion loan balance of $98,000,000 is evidenced by a controlling note with
    a principal balance of $84,000,000 as of the Cut-off Date which is currently held by Cantor Commercial Real Estate Lending,
    L.P. and a $14,000,000 non-controlling note, which is currently held by Goldman Sachs Mortgage Company, both of which 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 $168,000,000.
	 	 	9	 	The
    Cut-off Date Principal Balance of $60,000,000 represents the controlling note A-1 of a $162,000,000 whole loan evidenced by
    two pari passu notes.  The non-controlling companion loan, evidenced by note A-2 with a principal balance as of
    the Cut-off Date of $102,000,000, is expected to be contributed to one or more future securitization transactions.  Cut-off
    Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield
    on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $162,000,000.
	 	 	10	 	The
    Cut-off Date Principal Balance of $45,146,314 represents the non-controlling note A-3 of a $250,800,000 whole loan evidenced
    by four pari passu notes. The related companion loans are respectively evidenced by the controlling note A-1 with a principal
    balance of $99,770,859 as of the Cut-off Date, which was contributed to the Citigroup Commercial Mortgage Trust 2015-GC33,
    Commercial Mortgage Pass-Through Certificates, Series 2015-GC33 (“CGCMT 2015-GC33”) transaction, a non-controlling
    note A-2 with a principal balance of $72,333,873 as of the Cut-off Date, which was contributed to the Goldman Sachs Mortgage
    Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates Series 2015-GC34 (“GSMS 2015-GC34”)
    and note A-4 with an outstanding principal balance of $32,974,269, which is expected to be contributed to one or more future
    securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on
    Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the
    aggregate Cut-off Date Balance of $250,225,315.
	 	 	11	 	Monthly
    Replacement Reserve is equal to: (a) on each due date from October 2015 through and including September 2016, $360,433, (b)
    beginning on the due date in October 2016, the greater of (1) the monthly amount required to be reserved for each Hammons
    Hotel Portfolio Mortgaged Property pursuant to the applicable franchise agreement for the replacement of furniture, fixtures
    and equipment and (2) one-twelfth of 4% of the operating income for each Hammons Hotel Portfolio Mortgaged Property (or, in
    the case of the Renaissance by Marriott Phoenix/Glendale, AZ Mortgaged Property beginning on the due date in October 2017,
    one-twelfth of 5% of the operating income) for the previous 12-month period (as determined on August 31 of each year).
	 	 	12	 	Beginning
    November 21, 2022, Annual Ground Lease Payment shall be 0.25% of adjusted room sales for the previous calendar year (estimated
    $27,188).
	 	 	13	 	Annual
    Ground Lease Payment for the Borrower’s space lease interest in the convention center, expo hall and parking garage is calculated
    based on the trailing 12 months as of June 30, 2015.  The rent payment is calculated using a fixed component of
    $985,725 plus a variable component tied to revenue generated from the parking garage and expo hall.
	 	 	14	 	The
    Cut-off Date Principal Balance of $27,384,375 represents the controlling note A-1 of a $54,768,750 whole loan evidenced by
    two pari passu notes.  The companion loan, evidenced by note A-2 with a principal balance of $27,384,375, is expected
    to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity,
    Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan
    Per Unit calculations are based on the aggregate Cut-off Date Balance of $54,768,750.
	 	 	15	 	The
    Cut-off Date Principal Balance of $19,478,787 represents the non-controlling note A-2 of a $50,944,521 whole loan evidenced
    by three pari passu notes.  The companion loans are evidenced by note A-1 with a principal balance as of the Cut-off
    Date of $18,479,875, which was contributed to the GSMS 2015-GC34 transaction and note A-3 with a principal balance as of the
    Cut-off Date of $12,985,858, which is expected to be contributed to one or more future securitization transactions.  Cut-off
    Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield
    on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $51,000,000.
	 	 	16	 	The
    borrower is required to fund the Replacement Reserve (i) for the Due Dates occurring in November 2015 through October 2016,
    the amount of $98,485.33; (ii) for the Due Dates occurring in November 2016 through October 2018, the greater of (a) the monthly
    amount required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) $0; (iii) for the
    Due Dates occurring in November 2018 through October 2019, the greater of (a) the monthly amount required to be reserved pursuant
    to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 4% of the Operating Income of the Property
    for the previous twelve month period as determined on the anniversary of the last day  of September;  (iv)
    for the Due Dates occurring in November 2019 through October 2022, the greater of (a) the monthly amount required to be reserved
    pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 5% of the Operating Income of the
    Property for the previous twelve month period as determined on the anniversary of the last day of September; and (v) for the
    Due Dates occurring in November 2022 through the payment in full of the Indebtedness, the greater of (a) the monthly amount
    required to be reserved pursuant to the Franchise Agreement for the replacement of FF&E and (b) one-twelfth of 6% of the
    Operating Income of the Property for the previous twelve month period as determined on the anniversary of the last day of
    September.  
	 	 	17	 	The
    Cut-off Date LTV Ratio and Maturity Date LTV Ratio are each calculated based on the “as-is” appraised value of
    $23,000,000 plus a $1,819,000 capital deduction (for which the borrower reserved $1,819,300) related to planned capital projects.
    The Cut-off Date LTV Ratio and the Maturity Date LTV Ratio calculated without adjusting for the capital deduction are 80.9%
    and 70.8%, respectively.
	 	 	18	 	The
    Replacement Reserve Monthly Deposit will be an amount equal to $1,279.58 for each Payment Date from December 6, 2015 through
    November 6, 2016 and will be $511.83 for each Payment Date thereafter.







 






     


     


    



 


EXHIBIT Q


 


LIST OF AUTHORIZED REPRESENTATIVES
OF THE DEPOSITOR


 


The following Person
shall be the Authorized Representative of the Depositor until such time as such Person notifies the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, and the Custodian in writing of the identity of a successor Authorized Representative
of the Depositor:


 


Leah Nivison

GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Phone number: (212) 357-2702

Telecopy number: (212) 428-1439

E-mail address: gs-cmbs17g5surveillance@gs.com


 



    	Exhibit Q-1



    	 



    







 


EXHIBIT R


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: Report will be delivered annually (after
the occurrence and during the continuance of a Control Termination Event) no later than [INSERT DATE]. 


Transaction: GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 


Operating Advisor: [                    ] 


Special Servicer: [                    ] 


Controlling Class Representative: [                    ]


  


I.                  Population
of Mortgage Loans that Were Considered in Compiling This Report


 


[  ] Specially Serviced
Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(a)          [  ] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status
Report.


 


(b)          [  ] of such Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced
Loans in respect of which a Final Asset Status Report has been issued. The Final 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, dated as of November 1, 2015 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as
Special Servicer, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s
operational activities to service certain Specially Serviced Loans in accordance with the Servicing Standard in accordance with
the Operating Advisor’s requirements outlined in the Pooling and Servicing Agreement. Based on such review, the Operating
Advisor [believes, does not believe] there are material deviations [(i)] from the Servicing Standard [and/or (ii)] from the Special
Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially


 


 






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 R-1



    	 



    

 


Serviced Loans. 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:


 


Reviewed any assessment
of compliance and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing Agreement with
respect to the Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction calculations
and [LIST OTHER REVIEWED INFORMATION] for the following [ ] Specially Serviced Loans: [LIST APPLICABLE MORTGAGE LOANS]


 


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 recommendations made by the Operating Advisor. Such recommendations generally included
the following: [LIST].


 


3.             Appraisal Reduction
calculations and net present value calculations:


 


(a)           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
of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special
Servicer.


 


(b)           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.


 


(c)           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.


 


4.             The following is
a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


5.             In addition to
the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].


 



    	Exhibit R-2



    	 



    




 


IV.               Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report


 


1.             In accordance with
the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special
Servicer’s and the Controlling Class Representative’s discussion(s) regarding any Specially Serviced Loan. The Operating
Advisor does not have authority to speak with the Controlling Class Representative directly pursuant to the Pooling and Servicing
Agreement. As such, the Operating Advisor generally relied upon its interaction with the Special Servicer 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 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.             The Operating Advisor
is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If 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.


  


[                    ]


 


	By:		
	Name:	 
	Title:	 



 



    	Exhibit R-3



    	 



    




 





EXHIBIT S


 


SUB-SERVICING AGREEMENTS


 


	Mortgage Loan/Property Name	Sub-Servicer Name
	Walkers Village Shopping Center	Berkadia Commercial Mortgage LLC (cashiering)
	Fiesta Plaza	Berkadia Commercial Mortgage LLC (cashiering)
	Element LA	Berkeley Point Capital LLC (primary servicing)
	Clover Ridge East	Berkeley Point Capital LLC (non-cashiering)
	Bernal Plaza	Berkeley Point Capital LLC (non-cashiering)
	Latham Crossing & Crossroads Plaza 	Berkeley Point Capital LLC (non-cashiering)
	City Plaza I, II & III	Berkeley Point Capital LLC (non-cashiering)
	Shaw’s Littleton, NH	Berkeley Point Capital LLC (non-cashiering)
	Fort Howard Square	Berkeley Point Capital LLC (non-cashiering)
	Conyers Crossing	Berkeley Point Capital LLC (non-cashiering)
	1300 West Belmont	Berkeley Point Capital LLC (non-cashiering)
	Berryland Shopping Center	Berkeley Point Capital LLC (non-cashiering)
	Newell Apartments	Berkeley Point Capital LLC (non-cashiering)
	Farrell-Roeh MHC Portfolio	Berkeley Point Capital LLC (non-cashiering)
	CVS Homosassa	Berkeley Point Capital LLC (non-cashiering)
	Wagon Trail Industrial	Berkeley Point Capital LLC (non-cashiering)
	Country Creek Commons	Bernard Financial Corporation d/b/a Bernard Financial Servicing Group (cashiering)
	TownePlace Suites Redding	GEMSA Loan Services, L.P. (cashiering)
	GSA Portfolio	Grandbridge Real Estate Capital LLC (cashiering)
	Homewood Suites Charlotte	Grandbridge Real Estate Capital LLC (cashiering)
	Park Plaza Shopping Center	Grandbridge Real Estate Capital LLC (cashiering)
	Carthay Circle Garden Plaza	TRP, Inc. d/b/a George Elkins Mortgage Banking Company (unaffiliated correspondent fee)


 



    	Exhibit S-1



    	 



    




 


EXHIBIT T


  


FORM OF RECOMMENDATION OF SPECIAL SERVICER
TERMINATION


 


Wilmington Trust, National
Association

as Trustee


1100 North Market Street

Wilmington, Delaware, 19890

Attention: Account Name – GSMS 2015-GS1


 


Wells Fargo Bank, National
Association

as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS)


 


Wells Fargo Bank, National
Association,

as Special Servicer


Commercial Mortgage Special Servicing


MAC D1086


550 South Tryon Street

Charlotte, North Carolina 28202

Attention: GS 2015-GS1 Special 

Servicing – Daniel Marthinsen


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates,
                                                                                 Series 2015-GS1	



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing
Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as
Special Servicer, on behalf of the holders of GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates,
Series 2015-GS1 (the “Certificates”) regarding the replacement of the 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 Special Servicer’s operational practices conducted pursuant to and in accordance with the Pooling and Servicing Agreement,
it is our assessment that [________], in its current capacity as 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: [________].


 



    	Exhibit T-1



    	 



    




 


Based upon such assessment,
we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such
capacity. 


	 	 	 
		Very truly yours,
	 	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 



 



    	Exhibit T-2



    	 



    




 





EXHIBIT U



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.03 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange
Act Reporting Party to which such information is relevant for Exchange Act reporting purposes, any information described in the
corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge
(and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection
with Item 6 below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing
Agreement to obtain such information) of such information (other than information as to such party itself which such party is obligated
to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted
from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan
Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such
in the Prospectus Supplement. For this GS 2015-GS1 Pooling and Servicing Agreement, each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than
a party identified as such in the Prospectus Supplement.


 


	Item on Form 10-D	Party Responsible 
	
        Item 1: Distribution and Pool Performance
        Information

         

        Any information required by Item 1121 of
        Regulation AB which is NOT included on the Distribution Date Statement

         
	
        Certificate Administrator

        Depositor

        Master Servicer

(only with respect to Item 1121(a)(12)

as to non-Specially Serviced Loans)

        Special Servicer

(only with respect to Item 1121(a)(12)

as to Specially Serviced Loans)

	
        Item 2: Legal Proceedings

         

        per Item 1117 of Regulation AB
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Master Servicer and the Special Servicer as to the Trust (in the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) 



 



    	Exhibit U-1



    	 



    




 


	 	party relating to a Mortgage Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Item 3: Sale of Securities and Use of Proceeds	Depositor
	Item 4: Defaults Upon Senior Securities	Certificate Administrator

Trustee
	Item 5: Submission of Matters to a Vote of Security Holders	Certificate Administrator
	Item 6: Significant Obligors of Pool Assets	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

	[Item 7: Change in Sponsor Interest in the Securities]**	[Each Sponsor as to itself and its affiliates]**
	[Item 7:][Item 8:] ** Significant Enhancement Provider Information	Depositor
	[Item 8:][Item 9:]** Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	[Item 9:][Item 10:]** Exhibits	
        Certificate Administrator (as to
the Distribution Date Statement)

        Depositor

	 	 


 


** Effective from and after November 23, 2015.


 



    	Exhibit U-2



    	 



    




 





EXHIBIT V



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, and any Other Depositor and Other Exchange
Act Reporting Party to which such disclosure is relevant for Exchange Act reporting purposes, any information described in the
corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge
(and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection
with Item 1112(b) below, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which such
party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set
forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor
or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a
party identified as such in the Prospectus Supplement. For this GS 2015-GS1 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item on Form 10-K	Party Responsible 
	
        Item 1B: Unresolved Staff Comments
	Depositor
	Item 9B: Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15: Exhibits, Financial Statement Schedules	
        Certificate Administrator

        Depositor

	
        Additional Item:

         

        Disclosure per Item 1117 of Regulation
AB
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer as to the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator 



 



    	Exhibit V-1



    	 



    




 


	 	and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	
        Additional Item: 

        Disclosure per Item 1119 of Regulation
AB
	(i) All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Master Servicer or a sub-servicer described in 1108(a)(3)), (ii) the Depositor (as to the Trust), (iii) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor, (iv) the Depositor as to the enhancement or support provider, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	
        Additional Item:

        Disclosure per Item 1112(b) of
Regulation AB
	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

	
        Additional Item:

        Disclosure per Items 1114(b)(2)
and 1115(b) of Regulation AB
	Depositor
	 	 


 



    	Exhibit V-2



    	 



    




 





EXHIBIT W



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA EMAIL TO CMBSTRANSACTIONS@USBANK.COM
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


  


Wells Fargo Bank, National Association,

            as Certificate Registrar

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


Attention: Corporate Trust Services – GS 2015-GS1


 


GS Mortgage Securities Corporation II


200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section
[ ] of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer, 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: [                    ].


 






    	Exhibit W-1



    	 



    

 


		[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit W-2



    	 



    




 





EXHIBIT X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement,
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer	



 


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this annual report on Form 10-K, and all reports on Form 10-D required to be filed
in respect of period covered by this annual report on Form 10-K, of the Trust (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 statement(s) required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the master servicer and the 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: [Master Servicer][Special Servicer][Other
Master Servicer][Other Special Servicer][Certificate Administrator][Trustee]


 






    	Exhibit X-1



    	 



    

 


	Date: 	 	



 


	 	 
	[Signature]

    [Title]
	 


 



    	Exhibit X-2



    	 



    







 


EXHIBIT Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement,
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer	



 


I, [identifying the certifying
individual], a [title] of [CERTIFICATE ADMINISTRATOR], 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 have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form
10-D required to be filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange
Act Periodic Reports”);



 


		2.	Based on my knowledge, the distribution information in Exchange Act Periodic Reports, taken as
a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
that report on Form 10-K;



 


3.            Based on my knowledge,
all of the distribution, servicing and other information required to be provided by the Certificate Administrator pursuant to the
Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports; and


 


4.            The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in accordance with
Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the
Relevant Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 





	Date:	 	


 



    	Exhibit Y-1-1



    	 



    




 


[                              ]


 


	By:	 	 
	 	[Name]	 



 



    	Exhibit Y-1-2



    	 



    







 


EXHIBIT Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement,
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer	



 


I, [identify the certifying
individual], a [title] of [MASTER SERVICER], certify to GS Mortgage Securities Corporation II and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports relating
to the Trust delivered by the Master Servicer to the Certificate Administrator covering the fiscal year 20__;



 


		(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Master Servicer), the servicing information in these reports, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these servicing reports;



 


		(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Master Servicer), the servicing information required to be provided in these servicing reports to the Certificate Administrator
by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing reports delivered by the Master Servicer
to the Certificate Administrator;



 


		(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed
by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted
in preparing the servicer 



 



    	Exhibit Y-2-1



    	 



    




 


			compliance statement required under Section 10.07 of the Pooling and Servicing Agreement with respect
to the Master Servicer, and except as disclosed in such compliance statement delivered by the Master Servicer under Section 10.07
of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects in the year to which such review applies; and



 


		(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and
the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered
in accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.



 


Further, notwithstanding
the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that
is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the
Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer
of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually
provided by such sub-servicer to the Master Servicer with respect to the information that is subject of such certification.


 





	Date:	 	


 


[                                   ]


 





	By:	 	






	[Name]	 


 



    	Exhibit Y-2-2



    	 



    
 


EXHIBIT Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	GS Mortgage Securities
                                         Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 (the “Trust”),
                                         issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015
                                         (the “Pooling and Servicing Agreement”), by and among GS Mortgage
                                         Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate
                                         Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC,
                                         as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer



 


I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to GS Mortgage Securities Corporation II and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered
by the Special Servicer to the Master Servicer covering the fiscal year 20__, 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 these servicing reports;


 


2.     
Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer
under the Pooling and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included
in the servicing reports delivered by the Special Servicer to the Master Servicer;


 


3.     
I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 10.07 of the Pooling and Servicing Agreement with respect to the Special Servicer,
and except as disclosed in such compliance statement delivered by the Special Servicer under Section 10.07 of the Pooling and Servicing
Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
in the year to which such review applies; and


 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing


 






    Exhibit Y-3-1 


     


    

 


criteria
for asset-backed securities required to be delivered in accordance with Section 10.08 and Section 10.09 of the Pooling and Servicing
Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria. 


 





	Date:	 	 









 


[                           ]


 





	By:	 	 
	[Name]	 
	[Title]	 


 






    Exhibit Y-3-2 


     


    







 








EXHIBIT Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement,
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer



 


I, [identify the certifying
individual], a [title] of [OPERATING ADVISOR], certify to GS Mortgage Securities Corporation II and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.05 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Operating Advisor covering the fiscal year 20__, 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 these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor
under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator
is included in the reports delivered by the Operating Advisor to the Certificate Administrator;


 


3.     
I, or an officer under my supervision, am responsible for reviewing the activities performed by the Operating Advisor under
the Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information
provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section
10.08 and


 






    Exhibit Y-4-1 


     


    

 


Section
10.09 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 





	Date:	 	 









 


[                           ]


 





	By:	 	 
	[Name]	 
	[Title]	 


 






    Exhibit Y-4-2 


     


    

 


EXHIBIT Z



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party Responsible”
column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained
such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling and Servicing Agreement
to disclose to the Depositor, the Certificate Administrator, and each Other Depositor and Other Exchange Act Reporting Party to
which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, the occurrence of any event
described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has
actual knowledge (after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain
such information) of such information (other than information as to such party itself which such party is obligated to provide).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on
the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from
the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers.
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in
the Prospectus Supplement. For this GS 2015-GS1 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of
credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a
party identified as such in the Prospectus Supplement.


 


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement	
        Master Servicer, Special Servicer
and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it is a party to
or entered into on behalf of the Trust)

Certificate Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing
Agreement) is a party) 

        Depositor 

	Item 1.02- Termination of a Material Definitive Agreement	
        Master Servicer, Special Servicer
and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it is a party to
or entered into on behalf of the Trust) 

        Certificate Administrator (other
than as to agreements to which the Depositor (and no




 






    Exhibit Z-1 


     


    

 


	 	other party to the Pooling and Servicing Agreement) is a party)

        Depositor
	Item 1.03- Bankruptcy or Receivership	Depositor

Each Sponsor as to itself
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	Depositor

Certificate Administrator
	Item 3.03- Material Modification to Rights of Security Holders	Certificate Administrator
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	Depositor
	Item 6.01- ABS Informational and Computational Material	Depositor
	Item 6.02- Change of Master Servicer, Special Servicer or Trustee	
        Master Servicer (as to itself or
a servicer retained by it) 

        Special Servicer (as to itself
or a servicer retained by it) 

        Trustee

Certificate Administrator

Depositor 

	Item 6.03- Change in Credit Enhancement or External Support	Depositor

Certificate Administrator
	Item 6.04- Failure to Make a Required Distribution	Certificate Administrator
	Item 6.05- Securities Act Updating Disclosure	Depositor
	Item 7.01- Regulation FD Disclosure	Depositor
	Item 8.01	Depositor
	Item 9.01	Depositor


 



    Exhibit Z-2 


     


    




   


EXHIBIT AA-1



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY: 


{insert address}





	 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE 


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”) pursuant to
that Pooling and Servicing Agreement dated as of November 1, 2015 (the “Agreement”) by and among GS Mortgage
Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Situs Holdings,
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (the “Master
Servicer”), Wells Fargo Bank, National Association, as Special Servicer and as Trustee, hereby constitutes and appoints
the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Master Servicer and all properties (“REO Properties”) administered by the
Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with
respect to the Mortgage Loans or Serviced Whole Loans and REO Properties; 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 Agreement.
Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement. 


 


		1.	The endorsement on behalf of the Trustee of all checks,
drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters
of credit standing as collateral securing any Mortgage Loan or Serviced Whole Loan.



 


		2.	The modification or re-recording of a Mortgage or deed
of trust, where said modification or re-recording is solely for the purpose of correcting the Mortgage or deed of trust to conform
same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued;
provided that (i) said modification or re-recording, in either instance, does not adversely affect the lien of the Mortgage or
deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of
trust to an easement in favor of a public utility company of a government agency or unit with powers of eminent domain; this section
shall include, without limitation, the execution of partial satisfactions/releases, partial



 






    Exhibit AA-1-1 


     


    

 





			reconveyances or the execution or
requests to trustees to accomplish same.





 


		4.	The conveyance of the properties to the mortgage insurer,
or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements.



 


		6.	The full satisfaction/release of a Mortgage or deed of
trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of
the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the
related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon
payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation,
the assignment of the related Mortgage Note.



  


		9.	The full enforcement of and preservation of the Trustee’s
interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited
to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the
termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions
or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and
the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and
all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed
of trust, in accordance with state law and the deed of trust;



 


		b.	the preparation and issuance of statements of breach
or non-performance;



 


		c.	the preparation and filing of notices of default and/or
notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or
notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and
to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and
all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as
applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee



 






    Exhibit AA-1-2 


     


    

 





			 in
quiet title actions; and


  


		i.	the preparation and execution of such other documents
and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
complete said transactions in paragraphs 9.a. through 9.h. above.



  


		10.	With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing
the transfer of title of the property to a party contracted to purchase same;



  


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer
of property.



 


		11.	The modification or amendment of escrow agreements established
for repairs to the mortgaged property or reserves for replacement of personal property.



  


		12.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document
in the related Mortgage File or the related Mortgage Loan or Serviced Whole Loan and/or REO Property and other related collateral;



  


		b.	any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, defeasances,
waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings
to be secured by any related Mortgage Loan or Serviced Whole Loan and/or REO Property, consents to any mezzanine financing to
be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance
policies or condemnation awards to the restoration of the related Mortgage Loan or Serviced Whole Loan and/or REO Property or
otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgage
Loans or Serviced Whole Loans and/or REO Properties (including agreements and requests by any borrower with respect to modifications
of the standards of operation and management of such Mortgage Loan or Serviced Whole Loan and/or REO Properties or the replacement
of asset managers), documents exercising any or all of the rights, powers 



 






    Exhibit AA-1-3 


     


    

 


			and privileges granted or provided to the holder of
any Mortgage Loan or Serviced Whole Loan under the related loan documents, lease subordination agreements, non-disturbance and
attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable servitudes,
or land use or zoning requirements with respect to the related Mortgage Loans or Serviced Whole Loans and/or REO Properties, instruments
relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan or Serviced Whole Loan and
any other consents.


  


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, and hereby
does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


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.


 


Solely to the extent that the Master Servicer has the power
to delegate its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing
its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary
for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority than that held by the Master Servicer.


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the
Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation
or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Master
Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the
Master Servicer shall promptly forward a copy of same to the Trustee. 


 


This limited power of attorney is not intended to extend the
powers granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with respect to Mortgages,
deeds of trust or Mortgage Notes not authorized by the Agreement. 


 


The Master Servicer hereby agrees to indemnify and hold the
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 reason
or result of the negligent use, or negligent or willful 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 the Trustee under the Agreement.


 






    Exhibit AA-1-4 


     


    

 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state. 


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned. 


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass Through
Certificates, Series 2015-GS1 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 





	 	Wilmington Trust, National Association, 

as Trustee for GSMS 2015-GS1	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 








	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 



  



    Exhibit AA-1-5 


     


    




 


State of Delaware} 


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 Delaware that the foregoing paragraph is true and correct. 


Witness my hand and official seal. 


	 	 	 



Notary signature


 



    Exhibit AA-1-6 


     


    

 



EXHIBIT AA-2



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY: 


{insert address}


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 





LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”) pursuant to that
Pooling and Servicing Agreement dated as of November 1, 2015 (the “Agreement”) by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Wells Fargo Bank, National Association,
as Special Servicer (the “Special Servicer”) and the Trustee, hereby constitutes and appoints the Special Servicer,
by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect to the Mortgage
Loans and REO Properties; 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 Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


		 	 



		1.	The endorsement on behalf of the Trustee of all checks,
drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters
of credit standing as collateral securing any Mortgage Loan.



		 	 



		2.	The modification or re-recording of a Mortgage or deed
of trust, where said modification or re-recording is solely for the purpose of correcting the Mortgage or deed of trust to conform
same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued;
provided that (i) said modification or re-recording, in either instance, does not adversely affect the lien of the Mortgage or
deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



		 	 



		3.	The subordination of the lien of a Mortgage or deed of
trust to an easement in favor of a public utility company of a government agency or unit with powers of eminent domain; this section
shall include, without limitation, the execution of partial satisfactions/releases, partial 





    	AA-2-1



    	 



    


			reconveyances or the execution or
requests to trustees to accomplish same.



		 	 



		4.	The conveyance of the properties to the mortgage insurer,
or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.



		 	 



		5.	The completion of loan assumption agreements.



		 	 



		6.	The full satisfaction/release of a Mortgage or deed of
trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of
the related Mortgage Note.



		 	 



		7.	The assignment of any Mortgage or deed of trust and the
related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.



		 	 



		8.	The full assignment of a Mortgage or deed of trust upon
payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation,
the assignment of the related Mortgage Note.



		 	 



		9.	The full enforcement of and preservation of the Trustee’s
interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited
to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the
termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions
or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and
the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and
all of the following acts:



  


		j.	the substitution of trustee(s) serving under a deed of
trust, in accordance with state law and the deed of trust;



		 	



		k.	the preparation and issuance of statements of breach or
non-performance;



		 	 



		l.	the preparation and filing of notices of default and/or
notices of sale;



		 	 



		m.	the cancellation/rescission of notices of default and/or
notices of sale;



		 	 



		n.	the taking of deed in lieu of foreclosure;



		 	 



		o.	the filing, prosecution and defense of claims, and to
appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



		 	 



		p.	the preparation and service of notices to quit and all
other documents necessary to initiate, prosecute and complete eviction actions or proceedings;



		 	 



		q.	the tendering, filing, prosecution and defense, as applicable,
of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee 
	 	 	 





    	AA-2-2



    	 



    


			in quiet title
actions; and


		 	 



		r.	the preparation and execution of such other documents
and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
complete said transactions in paragraphs 9.a. through 9.h. above.



  


		10.	With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:





		 	 



		f.	listing agreements;



		 	 



		g.	purchase and sale agreements;





		 	 



		h.	grant/warranty/quit claim deeds or any other deed causing
the transfer of title of the property to a party contracted to purchase same;



		 	 







		i.	escrow instructions; and





		 	 



		j.	any and all documents necessary to effect the transfer
of property.



  


		11.	The modification or amendment of escrow agreements established
for repairs to the mortgaged property or reserves for replacement of personal property.



		 	 



		12.	The execution and delivery of the following:



 


		d.	any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document
in the related Mortgage File or the related REO Property and other related collateral;



		 	 







		e.	any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and







		 	 



		f.	any and all assumptions, modifications, waivers, substitutions,
extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured
by any related REO Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents
to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related
REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the
related REO Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation
and management of such REO Properties or the replacement of asset managers), documents exercising any or all of the rights, powers
and privileges granted or provided to the holder of any Mortgage Loan or Serviced Whole Loan under the related loan documents,
lease subordination agreements, non-disturbance and attornment agreements or other 
	 	 	 



    	AA-2-3



    	 



    

			leasing or rental arrangements, any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan or Serviced Whole
Loan and any other consents.


 





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, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


  


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.


  


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


  


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Special Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Special Servicer
shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended to extend the
powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to
Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


  


The Special Servicer hereby agrees to indemnify and hold the
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 reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the 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 the Trustee under the Agreement.


  


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


  






    	AA-2-4



    	 



    

 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


  


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass Through
Certificates, Series 2015-GS1 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________. 


	 	 	 	 	 
	 	 	Wilmington Trust, National Association,
 as Trustee for GSMS 2015-GS1	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 









 






    	AA-2-5



    	 



    

 


State of Delaware} 


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 Delaware that the foregoing paragraph is true and correct. 


Witness my hand and official seal. 


	 	 
	Notary signature	 









 






    	AA-2-6



    	 



    

 





EXHIBIT BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE


 


	Distribution
    

Date	 Balance

	12/10/2015	$47,694,000.00
	1/10/2016	$47,694,000.00
	2/10/2016	$47,694,000.00
	3/10/2016	$47,694,000.00
	4/10/2016	$47,694,000.00
	5/10/2016	$47,694,000.00
	6/10/2016	$47,694,000.00
	7/10/2016	$47,694,000.00
	8/10/2016	$47,694,000.00
	9/10/2016	$47,694,000.00
	10/10/2016	$47,694,000.00
	11/10/2016	$47,694,000.00
	12/10/2016	$47,694,000.00
	1/10/2017	$47,694,000.00
	2/10/2017	$47,694,000.00
	3/10/2017	$47,694,000.00
	4/10/2017	$47,694,000.00
	5/10/2017	$47,694,000.00
	6/10/2017	$47,694,000.00
	7/10/2017	$47,694,000.00
	8/10/2017	$47,694,000.00
	9/10/2017	$47,694,000.00
	10/10/2017	$47,694,000.00
	11/10/2017	$47,694,000.00
	12/10/2017	$47,694,000.00
	1/10/2018	$47,694,000.00
	2/10/2018	$47,694,000.00
	3/10/2018	$47,694,000.00
	4/10/2018	$47,694,000.00
	5/10/2018	$47,694,000.00
	6/10/2018	$47,694,000.00
	7/10/2018	$47,694,000.00
	8/10/2018	$47,694,000.00
	9/10/2018	$47,694,000.00
	10/10/2018	$47,694,000.00
	11/10/2018	$47,694,000.00
	12/10/2018	$47,694,000.00
	1/10/2019	$47,694,000.00
	2/10/2019	$47,694,000.00
	3/10/2019	$47,694,000.00
	4/10/2019	$47,694,000.00
	5/10/2019	$47,694,000.00
	6/10/2019	$47,694,000.00
	7/10/2019	$47,694,000.00
	8/10/2019	$47,694,000.00
	9/10/2019	$47,694,000.00
	10/10/2019	$47,694,000.00
	11/10/2019	$47,694,000.00
	12/10/2019	$47,694,000.00
	1/10/2020	$47,694,000.00
	2/10/2020	$47,694,000.00
	3/10/2020	$47,694,000.00
	4/10/2020	$47,694,000.00
	5/10/2020	$47,694,000.00
	6/10/2020	$47,694,000.00
	7/10/2020	$47,694,000.00
	8/10/2020	$47,694,000.00
	9/10/2020	$47,694,000.00
	10/10/2020	$47,694,000.00
	11/10/2020	$47,693,085.25
	12/10/2020	$46,917,999.55








	Distribution
    

Date	 Balance

	1/10/2021	$46,200,490.32
	2/10/2021	$45,480,162.94
	3/10/2021	$44,575,980.02
	4/10/2021	$43,849,266.52
	5/10/2021	$43,059,563.27
	6/10/2021	$42,326,891.58
	7/10/2021	$41,531,399.60
	8/10/2021	$40,792,723.38
	9/10/2021	$40,051,145.49
	10/10/2021	$39,247,000.60
	11/10/2021	$38,499,348.91
	12/10/2021	$37,689,302.97
	1/10/2022	$36,935,530.25
	2/10/2022	$36,178,796.31
	3/10/2022	$35,241,600.31
	4/10/2022	$34,478,206.39
	5/10/2022	$33,652,865.91
	6/10/2022	$32,883,228.48
	7/10/2022	$32,051,822.06
	8/10/2022	$31,275,892.56
	9/10/2022	$30,496,914.41
	10/10/2022	$29,656,432.93
	11/10/2022	$28,871,090.05
	12/10/2022	$28,024,424.85
	1/10/2023	$27,232,667.73
	2/10/2023	$26,437,799.52
	3/10/2023	$25,466,023.76
	4/10/2023	$24,664,208.65
	5/10/2023	$23,801,539.66
	6/10/2023	$22,993,182.14
	7/10/2023	$22,124,156.80
	8/10/2023	$21,309,205.96
	9/10/2023	$20,491,052.49
	10/10/2023	$19,612,509.80
	11/10/2023	$18,787,686.81
	12/10/2023	$17,902,664.27
	1/10/2024	$17,071,119.86
	2/10/2024	$16,236,307.34
	3/10/2024	$15,284,944.91
	4/10/2024	$14,443,109.07
	5/10/2024	$13,541,557.50
	6/10/2024	$12,692,867.86
	7/10/2024	$11,784,657.40
	8/10/2024	$10,929,060.62
	9/10/2024	$10,070,100.79
	10/10/2024	$9,151,912.21
	11/10/2024	$8,285,965.33
	12/10/2024	$7,360,988.40
	1/10/2025	$6,488,000.09
	2/10/2025	$5,611,580.09
	3/10/2025	$4,565,853.92
	4/10/2025	$3,681,873.27
	5/10/2025	$2,739,375.41
	6/10/2025	$1,848,212.97
	7/10/2025	$898,737.54
	8/10/2025	$337.41
	9/10/2025	$0.00











 






    	Exhibit BB-1



    	 



    

 


EXHIBIT CC-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


GS Mortgage Securities Corporation
II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. 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 Depositor,
that:


 


1.           The Transferor
is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with
the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither the Transferor
nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action,
which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess
Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would
require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities
laws.


 



    	Exhibit CC-1-1



    	 



    




 


	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 






    	Exhibit CC-1-2



    	 



    










 


EXHIBIT CC-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


GS Mortgage Securities Corporation
II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


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 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor
and the Master Servicer, that:


 


1.          The Transferee
is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.          The Transferee
understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the
Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right
may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant
to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and
qualification and (A) the Depositor has received a certificate from the prospective transferor


 






    	Exhibit CC-2-1



    	 



    

 


substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National
Association and the Depositor have received a certificate from the prospective transferee substantially in the form attached as
Exhibit CC-2 to the Pooling and Servicing Agreement.


 


3.          The Transferee
understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance
with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.          The Transferee
has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The Transferee
is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.          The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a


 






    	Exhibit CC-2-2



    	 



    

 


violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives (collectively, “Representatives”) not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators, except to the
extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public
knowledge at the time of disclosure by such Person or has become generally available to the public other than as a result of disclosure
by such Person; provided, however, that the Transferee or any of its Representatives may provide all or any part of such information
to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or
disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require
registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information,
and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than such other Persons’ auditors, legal counsel and regulators.


 


8.          The Transferee
acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement
except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced
to the extent provided in the Pooling and Servicing Agreement.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title













    	Exhibit CC-2-3



    	 



    





 








EXHIBIT DD


 


FORM OF NOTICE AND CERTIFICATION REGARDING
DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 553-0300



 


			Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731-2395



 


			Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: US CMBS Surveillance

Fax number: (212) 635-0295



 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
(the “Master Servicer”) under the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating
Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National
Association, as Special Servicer.



 


		Date:	____________, 20___



 


		Re:	____________ Commercial Mortgage Pass-Through Certificates, Series 2015-GS1 Mortgage Loan (the “Mortgage
Loan”) heretofore secured by real property known as ____________.



 


Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE STATEMENTS SET
FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT THE
ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES


 






    	Exhibit DD-1



    	 



    

 


OF SERVICER UNDER THE POOLING AND SERVICING
AGREEMENT AND THE SERVICING STANDARD.


 


We hereby notify you
and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Mortgage
Loan or the defeasance transaction:


 


1.           The Mortgagor has consummated a defeasance of the Mortgage Loan of the type checked below:**


 


____   a full defeasance
of the entire outstanding principal balance ($____________) of the Mortgage Loan; or


 


____   a partial
defeasance of a portion ($____________) of the Mortgage Loan that represents ___% of the entire principal balance of the Mortgage
Loan ($____________).


 


2.           The defeasance was consummated on ____________, 20__.


 


3.           The defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the
Loan Documents and in accordance with the Servicing Standard.


 


[Include the following if
there is pari passu or AB debt:


 


4.           In accordance with the Loan Documents, the defeasance occurred such that:


 


____   Promissory
Notes A and B were defeased simultaneously in their entirety; or


 


____   Promissory
Note B was paid off in full.]


 


5.           To the knowledge of the Master Servicer any other debt related to the Mortgage Loan (including mezzanine debt, senior secured
debt, pari passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following:
[Describe debt and holder of the debt and if it was paid off or defeased].


 


6.           The defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury,
(ii) direct debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan
Mortgage Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations
of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”)
Temporary Liquidity Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii)


 






    	Exhibit DD-2



    	 



    

 


are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		·	Such securities are eligible under TLGP;



		 	 



		·	The master servicer (and the trustee, if it serves as
the back-up advancing agent for the transaction) has waived its right to (i) collect interest on advances made on behalf of the
borrower holding TLGP securities, and (ii) collect for expenses incurred in making demand on the FDIC;



		 	 



		·	If the TLGP debt is to be used to satisfy a balloon payment,
a reserve conforming to the criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral
to cover potential delays in receipt of the balloon payment;



		 	 



		·	The TLGP securities mature before June 30, 2012; and



		 	 



		·	The master servicer’s error and omissions insurance
policy covers losses to the CMBS trust caused by the master servicer’s failure to make timely demand on the FDIC’s
guarantee.



 


7.          
After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that: (i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject
to restrictions in its organizational documents substantially similar to those contained in the organizational documents of the
original Mortgagor with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor
by the originator of the Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation
from Standard & Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard
& Poor’s criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the
original Mortgagor) real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement
(the “Pool”).


 


8.          
If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with
its affiliates) hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate
balance of the Certificates, as of the date of the most recent Paying Agent’s Monthly Certificateholder Report received by
the Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor is of the type specified
in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.          
The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s
criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution
(as defined in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in
Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 



    	Exhibit DD-3



    	 



    




10.        
The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Mortgage Loan or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan
documents (the “Scheduled Payments”).


 


11.        
The Master Servicer received written confirmation from an independent certified public accountant 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 including the payment in full of the Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date, (ii) except as otherwise disclosed in the written report from an
independent certified public accountant, [and disclosed below,] 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, (iii) the defeasance collateral is
not callable prior to their respective maturity dates, and (iv) interest income from the defeasance collateral to the Defeasance
Obligor in any tax year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated
portion thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date will occur, when interest
income will exceed interest expense.


 


12.        
The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not
cause the Trust to fail to qualify as a REMIC for purpose of the Internal Revenue Code, (ii) the agreements executed by the Mortgagor
and the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and]
(iii) the Trustee will have a perfected, first priority security interest in the defeasance collateral.


 


13.        
The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral,
(ii) provide for payment from sources other than the defeasance collateral 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, (iii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after
the Mortgage Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary
substantially as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver
of such representations and covenants.


 


14.       
The outstanding principal balance of the Mortgage Loan immediately before the defeasance was less than $35,000,000 and less
than 5% of the aggregate certificate balance of the Certificates as of the date of the Current Report. The Mortgage Loan is not
one of the ten (10) largest loans in the Pool as of the date of the Current Report.


 


15.       
Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report
and other items delivered in connection with the defeasance will be provided to you upon request.


 






    	Exhibit DD-4



    	 



    

 


16.        
The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.


  


IN WITNESS WHEREOF,
the Master Servicer has caused this notice to be executed as of the date captioned above.





	 	 	 
	 	[MASTER SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 







    	Exhibit DD-5



    	 



    




 





EXHIBIT A


 


Exceptions


 


 






    	Exhibit DD-6



    	 



    

 




EXHIBIT B


 


Sample Perfected Security
Interest Representations


 


General:


 


1.             [The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral,
Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens],
and is enforceable as such as against creditors of and purchasers from [Debtor].


 


Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.


 


1.             The [Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.             All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for
the [Securities Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets”
within the meaning of the UCC.


 


Creation:


 


1.             The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable
UCC).


 


2.             [Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured
Party] of its interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.             [Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in
the [Collateral, Securities Account and Deposit Account] to the [Secured Party] hereunder.


 


2.             [Debtor] has delivered to [Secured Party] a fully executed agreement pursuant to which the securities intermediary or the
account bank has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account]
or directing disposition of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.             [Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party]
as the person having a security entitlement against the securities intermediary in the [Securities Account].


 


4.             To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account
holder of the [Deposit Account].


 






    	Exhibit DD-7



    	 



    

 


Priority:


 


1.             Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor]
has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest
granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against
[Debtor].


 


2.             The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party].
The [Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account]
to comply with entitlement orders or instructions of any person other than the [Secured Party].








 






    	Exhibit DD-8



    	 



    




 


EXHIBIT EE


 


FORM OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE
CERTIFICATES


 


[Date]


 


[Certificateholder Letterhead]


 


Wells Fargo Bank, National
Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS)


  


Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: Corporate Trust Services – GS 2015-GS1


 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1



 


Ladies and Gentlemen:


 


Pursuant to the terms
of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Situs Holdings, LLC, as Operating Advisor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, and Wells Fargo Bank, National Association, as Special Servicer, and executed
in connection with the above referenced transaction, we hereby (i) certify that as of the date above, the undersigned is the beneficial
owner of the Exchangeable Certificates described on the attached Schedule I, is duly authorized to deliver this notice to the Certificate
Administrator and that such power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively
rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates specified on Schedule
I attached hereto and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of
interest thereon received after [_____________], in exchange for the corresponding Exchangeable 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 Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion of the
Exchangeable Certificate received in such exchange shall be increased.


 


[[If Applicable] Our Depository participant
number is [________].]


 






    	Exhibit EE-1



    	 



    




 


Capitalized terms used in this notice but
not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.





 


Sincerely,


 


[_____________] 








	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 









 


[Medallion Stamp Guarantee]


 






    	Exhibit EE-2



    	 



    










 


EXHIBIT FF


 


FORM OF NOTICE REGARDING

NON-SERVICED MORTGAGE LOAN


 





[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]	 


 





		Re:	[Other Securitization Trust]



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing Agreement”),
by and among [_____], as Depositor, [_____], as Certificate Administrator and as Trustee, [_____], as Operating Advisor, [_____],
as Master Servicer, and [_____], as Special Servicer. 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 November 1, 2015 (the “GS1
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 “GS1 Master Servicer”), Wells Fargo Bank, National Association,
as special servicer (the “GS1 Special Servicer”), Situs Holdings, LLC, as operating advisor, Wells Fargo Bank,
National Association, as certificate administrator (the “GS1 Certificate Administrator”), and Wilmington Trust,
National Association, as trustee (the “GS1 Trustee”), pursuant to which the GS Mortgage Securities Trust 2015-GS1
(the “GS1 Trust”) was established and the [590 Madison Avenue][Element LA][Hammons Hotel


 






    	Exhibit FF-1



    	 



    

 


Portfolio][DoubleTree
Hotel Universal] Companion Loan was transferred to the GS1 Trust as of December 1, 2015 (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.          Wilmington Trust,
National Association, as trustee under the GS1 PSA, is the holder of the [590 Madison Avenue][Element LA][Hammons Hotel Portfolio][DoubleTree
Hotel Universal] Companion Loan.


 


2.          You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GS1 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 GS1 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to, the holder of the related [590 Madison Avenue][Element
LA][Hammons Hotel Portfolio][DoubleTree Hotel Universal] Companion Loan, under the [Other Pooling and Servicing Agreement], and
the [590 Madison Avenue][Element LA][Hammons Hotel Portfolio][DoubleTree Hotel Universal] Companion Loan Co-Lender Agreement, as
applicable.


 


3.            The
contact information for the GS1 Trustee, the GS1 Certificate Administrator, the GS1 Master Servicer, the GS1 Special Servicer,
and the Companion Loan Holder Representative with respect to the [590 Madison Avenue][Element LA][Hammons Hotel Portfolio][DoubleTree
Hotel Universal] Companion Loan are as follows: 


	
        

GS1 Trustee:

         

         

        
	 	
        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware, 19890 

        Attn: Account Name – GSMS 2015-GS1

	GS1 Certificate Administrator:	 	
        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attn: Corporate Trust Services (CMBS) 

	GS1 Master Servicer:	 	
        Midland Loan Services, a Division of PNC Bank, National
Association 

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attn: Executive Vice President – Division Head 

	GS1 Special Servicer:	 	
        Wells Fargo Bank, National Association

Commercial Mortgage Special Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202 

        Attention: GS 2015-GS1 Special Servicing – Daniel
Marthinsen 




 






    	Exhibit FF-2



    	 



    




	The [590 Madison Avenue][Element LA][Hammons Hotel Portfolio][DoubleTree Hotel Universal] Companion Loan Holder Representative	 	
        

        Eightfold Real Estate Capital Fund IV, L.P.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139 



  


4.            The GS1 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 GS1 PSA will be available upon request.








	 	 	 	 
	 	Very truly yours,
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:









  



    	Exhibit FF-3



    	 



    

 








EXHIBIT GG


  


FORM OF NOTICE REGARDING MEZZANINE LOAN
DEFAULT


  


Wells Fargo Bank, National
Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust
Services (CMBS)


 


Attention: CMBS – GS Mortgage Securities Trust 2015-GS1,
Commercial Mortgage Pass-Through Certificates, Series 2015-GS1


  


In accordance with
the definition of “Investor Certification” in the Pooling and Servicing Agreement, dated as of November 1, 2015 (the
“Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Situs Holdings,
LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and Wells Fargo
Bank, National Association, as Special Servicer, with respect to the above-referenced certificates, the undersigned hereby notifies
you that it has received notice that the following Mezzanine Lender has accelerated the Mezzanine Loan secured by equity interests
in the Mortgagor identified below and/or have commenced foreclosure proceedings against the related mezzanine collateral:


 


	Mezzanine Lender	Mortgagor Name	Mortgaged Property Name
	[_______]	[_______]	[_______]


 





As set forth in the
Pooling and Servicing Agreement, you are required to cause such Mezzanine Lender to re-submit any Investor Certification previously
delivered by such Mezzanine Lender, prior to allowing it access to the information on the Certificate Administrator’s website,
to the extent such information is accessible only to Privileged Persons.


 


Capitalized terms
used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. 


	 	 
	 	WELLS FARGO
BANK, NATIONAL 

ASSOCIATION
	 	 
	 	Name:
	 	Title:









 






    	Exhibit GG-1